SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 20, 2025

Alex Xu
Chief Financial Officer
Qfin Holdings, Inc.
7/F Luijazui Finance Plaza, No. 1217 Dongfang Road
Pudong New Area, Shanghai 2000122 PRC

 Re: Qfin Holdings, Inc.
 Form 20-F for the year ended December 31, 2024
 File No. 001-38752
Dear Alex Xu:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Haiping Li
</TEXT>
</DOCUMENT>

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

 August 19, 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 31,
 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 August 5, 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 31, 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.

 Qfin Holdings, Inc.

 August 19 , 2025

 Page 2

 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

 1. We note your response
 to prior comment 1, including where you propose to disclose that "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 regularly landscape and economic policies in China. The
 Chinese government also directs China's economic growth…" The proposed
 revisions do not fully restore your disclosure to the disclosure as contained in the Form 20-F
 filed April 27, 2023. As previously requested, please revise to instead disclose 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 potential uncertainty from the PRC government,
 and that the Chinese government exercises significant control over the Chinese economy, as
 you previously disclosed in the Form 20-F filed April 27, 2023.

 The Staff's
comment is duly noted. In response to the Staff's comment, the Company respectfully proposes to restore 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.

 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. Further, the PRC government has significant authority
to exert influence on the ability of a China-based company, such as us, to conduct its business. Therefore, investors of our Company
and our business face potential uncertainty from the PRC government. The Chinese government also exercises
significant control over 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.

 Qfin Holdings, Inc.

 August 19 , 2025

 Page 3

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 5, 2025

Alex Xu
Chief Financial Officer
Qfin Holdings, Inc.
7/F Luijazui Finance Plaza, No. 1217 Dongfang Road
Pudong New Area, Shanghai 2000122 PRC

 Re: Qfin Holdings, Inc.
 Form 20-F for the year ended December 31, 2024
 Response dated July 31, 2025
 File No. 001-38752
Dear Alex Xu:

 We have reviewed your July 31, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our July 17,
2025 letter.

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

1. We note your response to prior comment 1, including where you propose to
disclose
 that 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 regularly landscape and economic policies in China. The Chinese
government
 also directs China s economic growth The proposed revisions do
not fully restore
 your disclosure to the disclosure as contained in the Form 20-F filed
April 27, 2023.
 As previously requested, please revise to instead disclose that the PRC
government
 has significant authority to exert influence on the ability of a
China-based company to
 August 5, 2025
Page 2

 conduct its business, that investors face potential uncertainty from the
PRC
 government, and that the Chinese government exercises significant
control over the
 Chinese economy, as you previously disclosed in the Form 20-F filed
April 27, 2023.
 Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at
202-551-3499
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Haiping Li
</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 17, 2025

Alex Xu
Chief Financial Officer
Qifu Technology, Inc.
7/F Luijazui Finance Place, No. 1217 Dongfang Road
Pudong New Area, Shanghai 2000122 PRC

 Re: Qifu Technology, Inc.
 Form 20-F for the year ended December 31, 2024
 Response dated July 11, 2025
 File No. 001-38752
Dear Alex Xu:

 We have reviewed your July 11, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 26,
2025 letter.

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

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.
 July 17, 2025
Page 2

 Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at
202-551-3499
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Haiping Li
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Qifu Technology, Inc.

 7/F Lujiazui Finance Plaza

 No. 1217 Dongfang Road

 Pudong New Area, Shanghai 200122

 People's
Republic of China

 July 11, 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: Qifu Technology, Inc. (the "Company")
 Form 20-F for the Year Ended 2024

 Filed March 25, 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 June 26, 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 ").
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 2024

 Key Information

 Financial Information Related to Our Consolidated Variable Interest
Entities, page 11

 1. Please
 revise the condensed consolidated financial schedules to address the following:

 · Include
 a footnote to the column "primary beneficiaries of VIEs excluding the Company"
 to identify the primary beneficiaries. In this regard, it appears you only have one WFOE
 entity.

 · Revise
 footnote (1) to remove the reference to using the equity method to consolidate the VIEs
 as you do not hold any equity interest in the VIEs. Additionally, clarify that you are the
 primary beneficiary of the VIEs for accounting purposes only.

 Qifu Technology , Inc.

 July 11 , 2025

 Page 2

 · Present
 the service fee expense paid by the VIEs to the primary beneficiary separately from the other
 costs and expenses of the VIE. Relatedly, revise to present the service fee income received
 by the primary beneficiary from the VIEs separately from third-party revenue.

 · Revise
 the "investments in subsidiaries and VIEs" line item in your results of operations
 schedule to present investment in subsidiaries separately from VIEs to distinguish income
 from your equity owned subsidiaries from the income from contractual arrangements with the
 VIEs.

 · Similarly,
 revise the "investments in subsidiaries and VIEs" line item from your schedules
 of financial condition to present investment in subsidiaries separately from net assets of
 the VIEs.

 · Revise
 to refer to these schedules as condensed consolidating schedules rather than consolidated
 schedules. Also, revise to refer to the VIEs rather than "our consolidated VIEs"
 as the latter implies you have ownership of or equity interest in the VIEs.

 The Staff's
comment is duly noted. 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), subject to updates and adjustments
to be made in connection with any material development of the subject matter being disclosed:

 Page 11

 Financial
Information Related to Our Consolidated Variable Interest Entities the VIEs and the VIEs' subsidiaries

 The
following table presents the condensed consolidated   consolidating schedules of financial position, results
of operations and cash flow data for our company, our consolidated VIEs the VIEs and the VIEs'
subsidiaries , our   the WFOE that is the primary beneficiary of the VIEs excluding
our company and other subsidiaries as of the dates or for the years presented, as the case may be. For the purpose of
this presentation, the financial statement amounts for our consolidated subsidiaries are prepared using same accounting policies as
set out in the consolidated financial statements. We are the primary beneficiaries of the VIEs for accounting purposes only.

 Qifu Technology , Inc.

 July 11 , 2025

 Page 3

 For the Year Ended December 31, 2024

 Primary

 Beneficiary

 The VIEs and

 of
 VIEs

 the VIEs'

 excluding
 the
 Other

 subsidiaries
 The Company
 Company (1) The
 WFOE
 Subsidiaries
 Eliminations
 Consolidated Total

 (RMB in thousands)

 Total
 net revenues
 16,415,359
 -
 5,020,162
 962,412
 (5,232,277 )
 17,165,656

 Service
 fee revenues of the primary beneficiary from the VIEs and the VIEs' subsidiaries
 -
 -
 5,003,073
 -
 (5,003,073 )
 -

 Other
 revenues
 16,415,359
 -
 17,089
 962,412
 (229,204 )
 17,165,656

 Total operating
 costs and expenses
 14,121,455
 19,770
 378,419
 349,719
 (5,232,277 )
 9,637,086

 Service
 fee expenses of the VIEs and the VIEs' subsidiaries to the primary beneficiary
 5,003,073
 -
 -
 -
 (5,003,073 )
 -

 Other
 operating costs and expenses
 9,118,382
 19,770
 378,419
 349,719
 (229,204 )
 9,637,086

 Income (loss)
 from operations
 2,293,904
 (19,770 )
 4,641,743
 612,693
 -
 7,528,570

 Income before
 income tax expense
 2,465,141
 20,861
 4,712,203
 694,217
 -
 7,892,422

 Investments
 in subsidiaries and VIEs
 -
 6,248,235
 2,794,427
 6,067,994
 (15,110,656 )
 -

 Income
 from subsidiaries
 -
 6,248,235
 592,234
 6,067,994
 (12,908,463 )
 -

 Income
 from contractual arrangements with the VIEs and the VIEs' subsidiaries
 -
 -
 2,202,193
 -
 (2,202,193 )
 -

 Net
 income
 2,185,995
 6,264,314
 6,660,228
 6,248,235
 (15,110,656 )
 6,248,116

 Net
 (loss) income attributable to ordinary shareholders of the Company
 2,202,193
 6,264,314
 6,660,228
 6,248,235
 (15,110,656 )
 6,264,314

 Qifu Technology , Inc.

 July 11 , 2025

 Page 4

 Page 12

 For the Year Ended December 31, 2023

 Primary

 Beneficiary

 The VIEs and

 of
 VIEs

 the VIEs'

 excluding
 the
 Other

 subsidiaries
 The Company
 Company (1) The
 WFOE
 Subsidiaries
 Eliminations
 Consolidated Total

 (RMB in thousands)

 Total
 net revenues
 15,472,430
 -
 1,485,711
 1,051,284
 (1,719,398 )
 16,290,027

 Service
 fee revenues of the primary beneficiary from the VIEs and the VIEs' subsidiaries
 -
 -
 1,411,509
 -
 (1,411,509 )
 -

 Other
 revenues
 15,472,430
 -
 74,202
 1,051,284
 (307,889 )
 16,290,027

 Total operating
 costs and expenses
 12,346,061
 25,517
 338,912
 441,971
 (1,719,398 )
 11,433,063

 Service
 fee expenses of the VIEs and the VIEs' subsidiaries to the primary beneficiary
 1,411,509
 -
 -
 -
 (1,411,509 )
 -

 Other
 operating costs and expenses
 10,934,552
 25,517
 338,912
 441,971
 (307,889 )
 11,433,063

 Income (loss)
 from operations
 3,126,369
 (25,517 )
 1,146,799
 609,313
 -
 4,856,964

 Income before
 income tax expense
 3,364,788
 20,536
 1,258,871
 633,256
 -
 5,277,451

 Investments
 in subsidiaries and VIEs
 -
 4,264,800
 3,395,894
 3,903,935
 (11,564,629 )
 -

 Income
 from subsidiaries
 -
 4,264,800
 580,495
 3,903,935
 (8,749,230 )
 -

 Income
 from contractual arrangements with the VIEs and the VIEs' subsidiaries
 -
 -
 2,815,399
 -
 (2,815,399 )
 -

 Net
 income (loss)
 2,798,640
 4,285,336
 4,484,430
 4,264,800
 (11,564,629 )
 4,268,577

 Net
 income (loss) attributable to ordinary shareholders of the Company
 2,815,399
 4,285,336
 4,484,430
 4,264,800
 (11,564,629 )
 4,285,336

 Qifu Technology , Inc.

 July 11 , 2025

 Page 5

 For the Year Ended December 31, 2022

 Primary

 Beneficiary

 The VIEs and

 of
 VIEs

 the VIEs'

 excluding
 the
 Other

 subsidiaries
 The Company
 Company (1) The
 WFOE
 Subsidiaries
 Eliminations
 Consolidated Total

 (RMB in thousands)

 Total
 net revenues
 15,362,636
 -
 893,968
 1,296,242
 (998,916 )
 16,553,930

 Service
 fee revenues of the primary beneficiary from the VIEs and the VIEs' subsidiaries
 -
 -
 392,759
 -
 (392,759 )
 -

 Other
 revenues
 15,362,636
 -
 501,209
 1,296,242
 (606,157 )
 16,553,930

 Total operating
 costs and expenses
 11,681,635
 17,468
 421,181
 960,378
 (998,916 )
 12,081,746

 Service
 fee expenses of the VIEs and the VIEs' subsidiaries to the primary beneficiary
 392,759
 -
 -
 -
 (392,759 )
 -

 Other
 operating costs and expenses
 11,288,876
 17,468
 421,181
 960,378
 (606,157 )
 12,081,746

 Income
 (loss) from operations
 3,681,001
 (17,468 )
 472,787
 335,864
 -
 4,472,184

 Income
 (loss) before income tax expense
 3,856,803
 (34,045 )
 569,614
 350,000
 -
 4,742,372

 Investments
 in subsidiaries and VIEs
 -
 4,058,218
 3,526,061
 3,793,486
 (11,377,765 )
 -

 Income
 from subsidiaries
 -
 4,058,218
 276,797
 3,793,486
 (8,128,501 )
 -

 Income
 from contractual arrangements with the VIEs and the VIEs' subsidiaries
 -
 -
 3,249,264
 -
 (3,249,264 )
 -

 Net
 income (loss)
 3,230,659
 4,024,173
 4,070,283
 4,058,218
 (11,377,765 )
 4,005,568

 Net
 income (loss) attributable to ordinary shareholders of the Company
 3,249,264
 4,024,173
 4,070,283
 4,058,218
 (11,377,765 )
 4,024,173

 Qifu Technology , Inc.

 July 11 , 2025

 Page 6

 Page 13

 Selected Condensed
 Consolidated Consolidating Balance Sheets Information

 As of December 31, 2024

 Primary

 Beneficiary

 The VIEs and

 of
 VIEs

 the VIEs'

 excluding
 the
 Other

 subsidiaries
 The Company
 Company (1) The
 WFOE
 Subsidiaries
 Eliminations
 Consolidated Total

 (RMB in thousands)

 Cash
 and cash equivalents
 4,005,463
 274,514
 882
 171,557
 -
 4,452,416

 Restricted cash
 2,353,384
 -
 -
 -
 -
 2,353,384

 Security deposit
 prepaid to third-party guarantee companies
 162,617
 -
 -
 -
 -
 162,617

 Short term investments
 222
 493,947
 7,299
 2,892,604
 -
 -

 Accounts receivable
 and contract assets, net
 1,003,079
 -
 -
 1,238,583
 -
 2,241,662

 Financial assets
 receivable, net
 1,724,691
 -
 -
 -
 -
 1,724,691

 Loans receivable,
 net
 29,252,177
 -
 -
 -
 -
 29,252,177

 Land use right,
 net
 956,738
 -
 -
 -
 -
 956,738

 Intercompany
 receivables
 9,121,175
 3,016,777
 2,483,739
 2,490,196
 (17,111,887 )
 -

 Investments
 in subsidiaries and VIEs
 -
 20,393,966
 21,388,847
 21,117,637
 (62,900,450 )
 -

 Investment
 in subsidiaries
 -
 20,393,966
 (688,464 )
 18,916,637
 (38,622,139 )
 -

 Net
 assets of the VIEs and the VIEs' subsidiaries
 -
 -
 22,077,311
 2,201,000
 (24,278,311 )
 -

 Total assets
 51,940,322
 24,191,284
 23,949,122
 28,064,227
 (80,012,337 )
 48,132,618

 Payable to investors
 of the consolidated trusts-current
 10,389,454
 -
 -
 -
 (2,201,000 )
 8,188,454

 Guarantee liabilities-stand
 ready
 2,383,202
 -
 -
 -
 -
 2,383,202

 Guarantee liabilities-contingent
 1,820,350
 -
 -
 -
 -
 1,820,350

 Income tax payable
 618,932
 -
 401,320
 20,435
 -
 1,040,687

 Payable to investors
 of the consolidated trusts-noncurrent
 5,719,600
 -
 -
 -
 -
 5,719,600

 Intercompany
 payables
 4,897,887
 -
 4,826,527
 7,387,474
 (17,111,888 )
 -

 Total
 liabilities
 29,806,836
 1,241
 5,720,949
 7,670,261
 (19,312,888 )
 23,886,399

 Total
 equity
 22,133,486
 24,190,043
 18,228,173
 20,393,966
 (60,699,449 )
 24,246,219

 Qifu Technology , Inc.

 July 11 , 2025

 Page 7

 Page 14

 As of December 31, 2023

 Primary

 Beneficiary

 The VIEs and

 of
 VIEs

 the VIEs'

 excluding
 the
 Other

 subsidiaries
 The Company
 Company (1) The
 WFOE
 Subsidiaries
 Eliminations
 Consolidated Total

 (RMB in thousands)

 Cash
 and cash equivalents
 4,037,256
 2,636
 114,897
 23,101
 -
 4,177,890

 Restricted cash
 3,381,107
 -
 -
 -
 -
 3,381,107

 Security deposit
 prepaid to third-party guarantee companies
 207,071
 -
 -
 -
 -
 207,071

 Accounts receivable
 and contract assets, net
 2,417,490
 -
 -
 638,750
 -
 3,056,240

 Financial assets
 receivable, net
 3,118,873
 -
 -
 -
 -
 3,118,873

 Loans receivable,
 net
 27,502,492
 -
 -
 -
 -
 27,502,492

 Land use right,
 net
 977,461
 -
 -
 -
 -
 977,461

 Intercompany
 receivables
 2,559,164
 -
 1,571,102
 2,728,150
 (6,858,416 )
 -

 Investments
 in subsidiaries and VIEs
 -
 21,933,951
 22,921,727
 18,841,758
 (63,697,436 )
 -

 Investment
 in subsidiaries
 -
 21,933,951
 3,202,302
 18,841,758
 (43,978,011 )
 -

 Net
 assets of the VIEs and the VIEs' subsidiaries
 -
 -
 19,719,425
 -
 (19,719,425 )
 -

 Total assets
 47,389,071
 21,952,789
 24,695,812
 22,336,752
 (70,555,852 )
 45,818,572

 Payable to investors
 of the consolidated trusts-current
 8,942,291
 -
 -
 -
 -
 8,942,291

 Guarantee liabilities-stand
 ready
 3,949,601
 -
 -
 -
 -
 3,949,601

 Guarantee liabilities-contingent
 3,207,264
 -
 -
 -
 -
 3,207,264

 Income tax payable
 648,893
 -
 79,806
 13,511
 -
 742,210

 Payable to investors
 of the consolidated trusts-noncurrent
 3,581,800
 -
 -
 -
 -
 3,581,800

 Intercompany
 payables
 4,276,218
 14,153
 2,364,791
 203,254
 (6,858,416 )
 -

 Total
 liabilities
 27,597,272
 15,306
 2,651,752
 402,801
 (6,858,416 )
 23,808,715

 Total
 equity
 19,791,799
 21,937,483
 22,044,060
 21,933,951
 (63,697,436 )
 22,009,857

 Qifu Technology , Inc.

 July 11 , 2025

 Page 8

 Page 15

 As of December 31, 2022

 Primary

 Beneficiarys

 The VIEs and

 of
 VIEs

 the VIEs'

 excluding
 the
 Other

 subsidiaries
 The Company
 Company (1) The
 WFOE
 Subsidiaries
 Eliminations
 Consolidated Total

 (RMB in thousands)

 Cash
 and cash equivalents
 6,437,420
 464,323
 175,243
 88,598
 -
 7,165,584

 Restricted cash
 3,346,779
 -
 -
 -
 -
 3,346,779

 Security deposit
 prepaid to third-party guarantee companies
 396,699
 -
 -
 -
 -
 396,699

 Accounts receivable
 and contract assets, net
 1,933,292
 -
 -
 1,196,652
 -
 3,129,944

 Financial assets
 receivable, net
 3,670,919
 -
 -
 -
 -
 3,670,919

 Loans receivable,
 net
 18,484,656
 -
 -
 -
 -
 18,484,656

 Land use right,
 net
 998,185
 -
 -
 -
 -
 998,185

 Intercompany
 receivables
 5,906,972
 295,180
 2,030,097
 4,163,777
 (12,396,026 )
 -

 Investments
 in subsidiaries and VIEs
 -
 18,275,772
 19,305,251
 15,692,041
 (53,273,064 )
 -

 Investment
 in subsidiaries
 -
 18,275,772
 2,621,793
 15,692,041
 (36,589,606 )
 -

 Net
 assets of the VIEs and the VIEs' subsidiaries
 -
 -
 16,683,458
 -
 (16,683,458 )
 -

 Total assets
 44,093,493
 19,041,600
 21,535,086
 21,342,081
 (65,669,090 )
 40,343,170

 Payable to investors
 of the consolidated trusts-current
 6,099,520
 -
 -
 -
 -
 6,099,520

 Guarantee liabilities-stand
 ready
 4,120,346
 -
 -
 -
 -
 4,120,346

 Guarantee liabilities-contingent
 3,418,391
 -
 -
 -
 -
 3,418,391

 Income tax payable
 614,687
 -
 33,295
 13,033
 -
 661,015

 Payable to investors
 of the consolidated trusts-noncurrent
 4,521,600
 -
 -
 -
 -
 4,521,600

 Intercompany
 payables
 6,327,635
 -
 3,038,297
 3,030,094
 (12,396,026 )
 -

 Total
 liabilities
 27,325,894
 194,444
 3,221,252
 3,066,309
 (12,396,026 )
 21,411,873

 Total
 equity
 16,767,599
 18,847,156
 18,313,834
 18,275,772
 (53,273,064 )
 18,931,297

 Selected Condensed Consolidated
Consolidating Cash Flows Information

 Page 16

 Note:

 (1) The financial statement amounts
 for our consolidated subsidiaries are prepared using same accounting policies as set out
 in the consolidated financial statements except that equity method has been used to account
 for investments in VIEs.

 The Company undertakes to refer to
the VIEs and the VIEs' subsidiaries collectively as "VIEs and VIEs' subsidiaries," rather than as "consolidated
VIEs" or "consolidated variable interest entities" in all relevant sections of future Form 20-F filings.

 Qifu Technology , Inc.

 July 11 , 2025

 Page 9

 Risk Factors

 Changes in China's economic, political or social conditions or
government policies could have a material adverse effect..., page 54

 2. We
 note changes you made to this risk factor disclosure relating to legal and operational risks
 associated with operating in China and PRC regulations. It is unclear to us that there have
 been changes in the regulatory environment in the PRC since the filing of your prior Form 20-F
 on April 26, 2024 that would warrant revised disclosure to mitigate the challenges yo

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 26, 2025

Alex Xu
Chief Financial Officer
Qifu Technology, Inc.
7/F Luijazui Finance Place, No. 1217 Dongfang Road
Pudong New Area, Shanghai 2000122 PRC

 Re: Qifu Technology, Inc.
 Form 20-F for the year ended December 31, 2024
 File No. 001-38752
Dear Alex Xu:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the year ended December 31, 2024
Key Information
Financial Information Related to Our Consolidated Variable Interest Entities,
page 11

1. Please revise the condensed consolidated financial schedules to address
the following:
 Include a footnote to the column "primary beneficiaries of VIEs
excluding the
 Company" to identify the primary beneficiaries. In this regard, it
appears you only
 have one WFOE entity.
 Revise footnote (1) to remove the reference to using the equity
method to
 consolidate the VIEs as you do not hold any equity interest in the
 VIEs. Additionally, clarify that you are the primary beneficiary of
the VIEs for
 accounting purposes only.
 Present the service fee expense paid by the VIEs to the primary
beneficiary
 separately from the other costs and expenses of the VIE. Relatedly,
revise to
 present the service fee income received by the primary beneficiary
from the VIEs
 separately from third-party revenue.
 Revise the "investments in subsidiaries and VIEs" line item in your
results of
 June 26, 2025
Page 2

 operations schedule to present investment in subsidiaries separately
from VIEs to
 distinguish income from your equity owned subsidiaries from the
income from
 contractual arrangements with the VIEs. .
 Similarly, revise the "investments in subsidiaries and VIEs" line
item from your
 schedules of financial condition to present investment in
subsidiaries separately
 from net assets of the VIEs.
 Revise to refer to these schedules as condensed consolidating
schedules rather
 than consolidated schedules. Also, revise to refer to the VIEs
rather than "our
 consolidated VIEs" as the latter implies you have ownership of or
equity interest
 in the VIEs.
Risk Factors
Changes in China's economic, political or social conditions or government
policies could
have a material adverse effect..., page 54

2. We note changes you made to this risk factor disclosure relating to
legal and
 operational risks associated with operating in China and PRC
regulations. It is unclear
 to us that there have been changes in the regulatory environment in the
PRC since the
 filing of your prior Form 20-F on April 26, 2024 that would warrant
revised
 disclosure to mitigate the challenges you face and related disclosures.
For additional
 guidance, refer to the Division of Corporation Finance s Sample Letter
to China-
 Based Companies, issued December 2021 and July 2023. In future filings,
please
 restore your disclosure.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Segment reporting, page F-32

3. We note the CODM uses consolidated net income to measure segment profit
or loss,
 allocate resources and assess performance. Please revise to discuss how
the CODM
 uses this measure in assessing segment performance and deciding how to
allocate
 resources. Refer to 280-10-50-29(f) and the example at 280-10-55-54(c).
 In closing, 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.

 Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at
202-551-3499
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Haiping Li
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 15, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Qifu
Technology, Inc.

7/F Lujiazui
Finance Plaza

No. 1217
Dongfang Road

Pudong New
Area, Shanghai 200122

People’s
Republic of China

November 6, 2023

VIA EDGAR

Ms. Lory Empie

Mr. Michael Henderson

Ms. Susan Block

Mr. John Stickel

Division of Corporation Finance

Office of Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Qifu Technology, Inc. (the “Company”)

    Form 20-F for the Year Ended 2022

    Filed April 27, 2023

    File No. 001-38752

Dear Ms. Empie, Mr. Henderson, Ms. Block and Mr. Stickel:

This letter sets forth the
Company’s response to the comment contained in the letter dated October 25, 2023 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, 2022 filed with the Commission on April 27, 2023 (the “2022 Form 20-F”)
and the Company’s response dated September 28, 2023. 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 2022 Form 20-F.

Qifu Technology, Inc.

November 6, 2023

Page 2

Form 20-F for the Year Ended 2022

Introduction, page 1

 1. We note your response to prior comment
                                            1 and reissue in part. In future filings, 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.

                                            The Staff’s comment is duly noted. In response to the Staff’s comment, the
                                            Company respectfully proposes to revise the referenced disclosure as follows (page reference
                                            is made to the 2022 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 follow-up comment shown
                                            in 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 1

●	     “China”
or “the PRC” is to the People’s Republic of China. Unless otherwise indicated, the policies, laws, regulations and
interpretations adopted by the government of mainland China, which are specifically referenced in this annual report, are not applicable
to Hong Kong, Macau or Taiwan. To the extent that mainland China laws and regulations are applied
in Hong Kong, the legal and operational risks associated with operating in mainland China may also apply to our operations in Hong Kong,
excluding, for the purposes of this annual report only, Taiwan and the special administrative regions of Hong Kong and Macau, except
where the context otherwise requires;

*	     *	     *

If you have any additional questions or comments
regarding the 2022 Form 20-F, please contact the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher &
Flom LLP, at +86 21 6193 8210 or via e-mail at haiping.li@skadden.com or the Chief Financial Officer of the Company, Alex Xu, via e-mail
at ir@360shuke.com.

    Very truly yours,

    /s/ Alex Xu

    Alex Xu

    Chief Financial Officer

cc: Haisheng Wu, Chief Executive Officer and Director, Qifu Technology, Inc.

  Haiping Li, Esq., Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

United States securities and exchange commission logo
October 25, 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 September 28, 2023 response to our comment letter and have the
following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 18, 2023
letter.
Form 20-F for the Year Ended 2022
Introduction, page 1
1.We note your response to prior comment 1 and reissue in part. In future filings, 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.
 October 25, 2023 Page 2
 FirstName LastName
Alex Xu
Qifu Technology, Inc.
October 25, 2023
Page 2

            Please 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. 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

CORRESP
1
filename1.htm

Qifu Technology, Inc.

7/F Lujiazui Finance Plaza

No. 1217 Dongfang Road

Pudong New Area, Shanghai 200122

People’s
Republic of China

September 28, 2023

VIA EDGAR

Ms. Lory Empie

Mr. Michael Henderson

Mr. Andrew Mew

Mr. Jimmy McNamara

Ms. Susan Block

Mr. John Stickel

Division of Corporation Finance

Office of Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Qifu Technology, Inc. (the “Company”)

    Form 20-F for the Year Ended 2022

    Filed April 27, 2023

    File
                                            No. 001-38752

Dear Ms. Empie, Mr. Henderson, Mr. Mew, Mr. McNamara,
Ms. Block and Mr. Stickel:

This letter sets forth the
Company’s response to the comment contained in the letter dated September 18, 2023 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, 2022 filed with the Commission on April 27, 2023 (the “2022 Form 20-F”).
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 2022 Form 20-F.

Qifu Technology, Inc.

September 28,
2023

Page 2

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.

In
response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page reference
is made to the 2022 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), subject to updates and adjustments to be made in connection with any material
development of the subject matter being disclosed:

Page 1

●	     “China”
or “the PRC” is to the People’s Republic of China. Unless otherwise indicated, the policies, laws, regulations and
interpretations adopted by the government of mainland China, which are specifically referenced in this annual report, are not applicable
to Hong Kong, Macau or Taiwan, excluding, for the purposes of this annual report only, Taiwan and the special administrative
regions of Hong Kong and Macau, except where the context otherwise requires;

In response to the Staff’s
comment on legal and operational risks associated with operations in China and whether those risks also apply to any operations in
Hong Kong, the Company respectfully advises the Staff that as of the date of the 2022 Form 20-F, its operations in Hong Kong
were immaterial to the Company’s overall business operation pursuant to U.S. federal securities laws. The Company’s subsidiary in Hong Kong, namely HK Qirui,
primarily serves the interim holding function for holding shares in the Company’s consolidated operating entities in mainland
China, and, to a lesser extent, provides certain IT and consulting services. Therefore, the Company believes it is not required to
disclose the relevant laws, regulations, or associated risks in Hong Kong in the 2022 Form 20-F. The Staff’s comment is
duly noted. To the extent that the Company’s operations in Hong Kong becomes material in the future, the Company undertakes to
include the relevant disclosure in its future Form 20-F filings.

Qifu Technology, Inc.

September 28,
2023

Page 3

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.

In
response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page reference
is made to the 2022 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), subject to updates and adjustments to be made in connection with any material
development of the subject matter being disclosed:

Pages 25-29

Our business is subject to complex
and evolving PRC laws and regulations regarding data privacy and cybersecurity, as such regulations and laws as newly promulgated,
many of which are subject to furtherchange and uncertain interpretation. Any changes in these laws and regulations
have caused and could continue to cause changes to our business practices and increase costs of operations, and any security breaches
or our actual or perceived failure to comply with such laws and regulations could result in claims, penalties, damages to our reputation
and brand, declines in user growth or engagement, or otherwise harm our business, results of operations and financial condition.

Our platform collects, stores and processes
certain personal information and other sensitive data from users for the purpose of providing our services, such as name, identity
number and phone number. We have obtained the explicit consents from users to use their personal information within the scope of authorization
and we have taken technical measures to protect the security of such personal information and prevent personal information from being
divulged, damaged or lost. However, we face risks inherent in handling and protecting personal informationdata.
In particular, we face a number of challenges relating to data generated from transactions and other activities on our platform,
including:

 · protecting
                                            the data in and hosted on our system, including against attacks on our system by outside
                                            parties or fraudulent behavior or improper use by our employees;

 · addressing
                                            concerns related to privacy and sharing, safety, security and other factors; and

 · complying
                                            with applicable laws, rules and regulations relating to the collection, use, storage,
                                            transfer, disclosure and security of personal information, which are subject to change and
                                            new interpretations, including any requests from regulatory and government authorities relating
                                            to such data.

In general, we expect that data security
and data protection compliance will receive greater attention and focus from regulators, both domestically and globally, as well as continued
or greater public scrutiny and attention going forward, which could increase our compliance costs and subject us to heightened risks
and challenges associated with data security and protection. If we are unable to manage these risks, or if we are accused of failing
to comply with such laws and regulations, we could become subject to corrective orders, penalties, including fines, suspension of business,
websites, or applications, and revocation of required licenses, and our reputation and results of operations could be materially and
adversely affected.

Qifu Technology, Inc.

September 28,
2023

Page 4

Recently, regulatory authorities in
China have enhanced data protection and cybersecurity regulatory requirements, as such regulations and laws as newly promulgated,
many of which are subject to furtherchange and uncertain interpretation. These laws continue to develop,
and the PRC government may adopt further rules, restrictions and clarifications in the future. Moreover, different PRC regulatory bodies,
including the Standing Committee of the National People’s Congress, or the SCNPC, the MIIT, the CAC, the Ministry of Public Security,
or the MPS and the State Administration for Market Regulation, or the SAMR, have enforced data privacy and protections laws and regulations
with varying standards and applications. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations
on Information Security and Privacy Protection.” The following are non-exhaustive examples of certain recent PRC regulatory activities
in this area:

Cybersecurity

 · [Omitted.]

Data Security

 · In
                                            June 2021, the SCNPC promulgated the PRC Data Security Law, which took effect in September 2021.
                                            The PRC Data Security Law, among other things, provides for security review procedure for
                                            data-related activities that may affect national security. It also introduces a data classification
                                            and hierarchical protection system based on the importance of data in terms of economic and
                                            social development, as well as the degree of harm it will cause to national security, public
                                            interests, or legitimate rights and interests of individuals or organizations when such data
                                            is tampered with, destroyed, leaked, or illegally acquired or used. Appropriate level of
                                            protection measures are required to be taken for each respective category of data. In addition,
                                            the PRC Data Security Law also provides that any organization or individual within the territory
                                            of the PRC shall not provide any foreign judicial body or law enforcement body with any data
                                            stored within the territory of the PRC without the approval of the competent PRC government
                                            authorities. A series of regulations, guidelines and other measures have been and are expected
                                            to be adopted to implement the requirements created by the PRC Data Security Law. For example,
                                            in July 2021, the State Council promulgated the Regulations on Protection of Critical
                                            Information Infrastructure (the “CIIO Regulations”), which became effective
                                            on September 1, 2021. Pursuant to this regulation, a “critical information infrastructure”
                                            is defined as key network facilities or information systems of critical industries or sectors,
                                            such as public communication and information service, energy, transportation, water conservation,
                                            finance, public services, e-government affairs and national defense science, the damage,
                                            malfunction or data leakage of which may endanger national security, people’s livelihoods
                                            and the public interest. In December 2021, the CAC, together with other authorities,
                                            jointly promulgated the Measures for Cybersecurity Review (2021 Revision), which became effective
                                            on February 15, 2022 and replaces its predecessor regulation. Pursuant to the Cybersecurity
                                            Review Measures, critical information infrastructure operators that procure internet products
                                            and services or network platform operators that carry out data processing activities must
                                            be subject to a cybersecurity review if their activities affect or may affect national security.
                                            The Cybersecurity Review Measures further stipulate that network platform operators that
                                            hold personal information of over one million users shall apply with the Cybersecurity Review
                                            Office for a cybersecurity review before any public offering at a foreign stock exchange.
                                            As of the date of this annual report, no detailed rules or implementation rules have
                                            been issued by any authority and we have not been informed that we are a “critical
                                            information infrastructure operator” by any government authority. The CIIO Regulations
                                            stipulate that the respective supervision and administration departments of the important
                                            industries and sectors as mentioned above (“Protection Departments”) shall be
                                            responsible for the security protection of critical information infrastructures, and the
                                            Protection Departments shall be responsible for organizing the recognition of the “critical
                                            information infrastructure” within the industries and sectors according to the recognition
                                            rules, and shall inform the recognized “critical information infrastructure operator”
                                            accordingly. However, as of the date of this annual report, to our best knowledge,
                                            we are not aware of any published regulations for recognition for “critical information
                                            infrastructure”the exact scope of “critical information infrastructure
                                            operators” under the current regulatory regime remains unclear, and the PRC government
                                            authorities may have wide discretion in the interpretation and enforcement of the applicable
                                            laws. Therefore, it is uncertain whether we would be deemed to be a “critical
                                            information infrastructure operator” under PRC law. If we are deemed a “critical

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

CORRESP
1
filename1.htm

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

United States of America

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

United States of America

June 24, 2019

VIA EDGAR

Mr. Christopher Dunham, Staff Attorney

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:          360 Finance, Inc. (CIK No. 0001741530)

Registration Statement on Form F-1, as amended (File No. 333-232259)

Ladies and Gentlemen:

We hereby join 360 Finance, Inc. (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 5:00 p.m., Eastern Time, on June 26, 2019, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that, through the date hereof, 14 copies of the Company’s preliminary prospectus dated June 21, 2019 were distributed to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature pages follow]

[Signature Page to the Acceleration Request]

Very truly yours,

As a representative of   the several underwriters

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Lydia Liu

Name:

Lydia Liu

Title:

Managing Director

[Signature Page to the Acceleration Request]

Very truly yours,

As a representative of   the several underwriters

MORGAN STANLEY & CO. LLC

By:

/s/ Winston Hu

Name:

Winston Hu

Title:

Executive Director

[Signature Page to the Acceleration Request]

CORRESP
1
filename1.htm

June 24, 2019

VIA EDGAR

Mr. Christopher Dunham, Staff Attorney

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U. S. A.

Re:

360   Finance, Inc. (CIK No. 0001741530)

Registration   Statement on Form F-1 (File No. 333-232259)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, 360 Finance, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at 5:00 p.m., Eastern Time on June 26, 2019, or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

[Signature page follows]

Very truly yours,

360 Finance, Inc.

By:

/s/ Jun Xu

Name:

Jun Xu

Title:

Chief Executive   Officer

[Signature Page to Issuer Acceleration Request]

June 19, 2019
Jiang Wu
Chief Financial Officer
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.
Draft Registration Statement on Form F-1
Submitted June 12, 2019
CIK No. 0001741530
Dear Mr. Wu:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Christopher Dunham, Staff Attorney, at (202) 551-3783 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Z. Julie Gao, Esq.

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

WILL H. CAI ^

42/F, EDINBURGH TOWER,   THE LANDMARK

BOSTON

GEOFFREY CHAN *

15 QUEEN’S ROAD   CENTRAL, HONG KONG

CHICAGO

ANDREW L. FOSTER *

HOUSTON

BRADLEY A. KLEIN ˜

TEL: (852) 3740-4700

LOS ANGELES

CHI T. STEVE KWOK *

FAX: (852) 3740-4727

NEW YORK

EDWARD H.P. LAM ¨*

www.skadden.com

PALO ALTO

HAIPING LI *

WASHINGTON, D.C.

RORY MCALPINE ¨

WILMINGTON

CLIVE W. ROUGH ¨

JONATHAN B. STONE *

BEIJING

BRUSSELS

FRANKFURT

^ (ALSO ADMITTED IN CALIFORNIA)

LONDON

¨   (ALSO ADMITTED IN ENGLAND & WALES)

MOSCOW

˜ (ALSO ADMITTED IN ILLINOIS)

MUNICH

*   (ALSO ADMITTED IN NEW YORK)

PARIS

SÃO PAULO

REGISTERED FOREIGN LAWYER

SEOUL

Z. JULIE GAO (CALIFORNIA)

SHANGHAI

SINGAPORE

TOKYO

TORONTO

December 12,   2018

VIA EDGAR

Ms. Lory Empie

Ms. Cara Lubit

Mr. Christopher Dunham

Mr. Michael Clampitt

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:                 360 Finance, Inc. (CIK No. No. 0001741530)
 Response to the Staff’s Comments on

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

Dear Ms. Empie, Ms. Lubit, Mr. Dunham and Mr. Clampitt:

On behalf of our client, 360 Finance, Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Amendment No. 4 to Registration Statement on Form F-1 (the “Registration Statement”) and certain exhibit via EDGAR with the Securities and Exchange Commission (the “Commission”).

Concurrently with the filing of the Registration Statement, the Company is hereby setting forth the Company’s responses to the comments contained in the letter form the staff of the Commission (the “Staff”) dated December 11, 2018. The Staff’s comments  are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

Amendment No. 2 to Registration Statement on Form F-1 filed December 6, 2018

Cover Page

Our Challenges, page 7

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:

·                  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.

The Company respectfully submits to the Staff that both investors are third-parties, and they do not have material business relationships with the Company. In response to the Staff’s comments, the Company has revised the disclosure on the cover of the prospectus and pages 16, 61, and 206 of the Registration Statement.

·                  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.

The Company respectfully submits to the Staff that, to the best knowledge of the Company, these two investors are acting independently. Each of them indicated interest in purchasing up to US$10 million worth of the ADSs.

The disclosure was made in according to Item 9.B.2 of Form 20-F, pursuant to which “to the extent known to the company, indicate … whether any person intends to subscribe for more than 5% of the offering.”

As the Company has disclosed in the Registration Statement, the underwriters could determinate to sell fewer ADSs to these investors.

2

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.

In response to the Staff’s comments, the Company has revised the disclosure on the page 31 of the Registration Statement.

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.

In response to the Staff’s comments, the Company has revised the disclosure on the pages 121 and F-66 of the Registration Statement.

·                  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).

The Company respectfully advises the Staff that the Company has used Binomial option pricing model to derive fair value of the options based on the spot price of US$8.75, which is estimated by making reference to the midpoint of the estimated range of the IPO price, as the grant date was close to the expected IPO date. In addition, since the exercise price of the options is nominal of US$0.00001, the fair value of the options approximate the fair value of the underlying ordinary shares, i.e., the midpoint of the IPO range. As such, no further reconciliation is deemed necessary.

*                                         *                                         *

3

If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at +852 3740-4891 or via e-mail at will.cai@skadden.com, or Kevin Lin, partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86 21 6141-2196 or via email at kelin@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Will H. Cai

Will H. Cai

Enclosures.

cc:                                Jun Xu, Chief Executive Officer, 360 Finance, Inc.

Jiang Wu, Chief Financial Officer, 360 Finance, Inc.

Peter X. Huang, Esq., Partner, Skadden, Arps. Slate, Meagher & Flom LLP

Kevin Lin, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP

David Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International LLP

4

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.

CORRESP
1
filename1.htm

December 11, 2018

VIA EDGAR

Ms. Lory Empie

Ms. Cara Lubit

Mr. Christopher Dunham

Mr. Michael Clampitt

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:                 360 Finance, Inc. (CIK No. No. 0001741530)
  Registration Statement on Form F-1 (File No. 333-228020)

Registration Statement on Form 8-A (File No. 001-38752)

Dear Ms. Empie, Ms. Lubit, Mr. Dunham and Mr. Clampitt:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, 360 Finance, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 4:30 p.m., Eastern Time on December 13, 2018, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

The Company understands that the representative of the underwriters, on behalf of the prospective underwriters of the offering, has joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

360 Finance, Inc.

By:

/s/ Jun Xu

Name:

Jun Xu

Title:

Chief Executive Officer

2

CORRESP
1
filename1.htm

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

United States of America

VIA EDGAR

December 11, 2018

Ms. Lory Empie

Ms. Cara Lubit

Mr. Christopher Dunham

Mr. Michael Clampitt

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:          360 Finance, Inc. (CIK No. 0001741530)

Registration Statement on Form F-1, as amended (File No. 333-228020)

Ladies and Gentlemen:

We hereby join 360 Finance, Inc. (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:30 p.m., Eastern Time, on December 13, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that, through the date hereof, 90 copies of the Company’s preliminary prospectus dated December 6, 2018 were distributed to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature pages follow]

Very truly yours,

As the representative of the

several underwriters

CITIGROUP GLOBAL
   MARKETS INC.

By:

/s/ Lydia Liu

Name:

Lydia Liu

Title:

Managing Director

[Signature Page to Issuer Acceleration Request]

CORRESP
1
filename1.htm

SKADDEN, ARPS,   SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE   OFFICES

CHRISTOPHER W. BETTS

WILL H. CAI ^

42/F, EDINBURGH   TOWER, THE LANDMARK

BOSTON

GEOFFREY CHAN *

15 QUEEN’S ROAD   CENTRAL, HONG KONG

CHICAGO

ANDREW L. FOSTER *

HOUSTON

BRADLEY A. KLEIN ˜

TEL: (852)   3740-4700

LOS   ANGELES

CHI T. STEVE KWOK *

FAX: (852)   3740-4727

NEW   YORK

EDWARD H.P. LAM ¨*

www.skadden.com

PALO   ALTO

HAIPING LI *

WASHINGTON,   D.C.

RORY MCALPINE ¨

WILMINGTON

CLIVE W. ROUGH ¨

JONATHAN B. STONE *

BEIJING

^ (ALSO ADMITTED IN CALIFORNIA)

BRUSSELS

¨ (ALSO ADMITTED IN ENGLAND & WALES)

FRANKFURT

˜ (ALSO ADMITTED IN ILLINOIS)

LONDON

* (ALSO ADMITTED IN NEW YORK)

MOSCOW

MUNICH

PARIS

SÃO   PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

REGISTERED FOREIGN LAWYER

December 11,   2018

Z. JULIE GAO (CALIFORNIA)

VIA EDGAR

Ms. Lory Empie

Ms. Cara Lubit

Mr. Christopher Dunham

Mr. Michael Clampitt

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:                 360 Finance, Inc. (CIK No. No. 0001741530)
  Amendment No. 3 to Registration Statement on Form F-1

Dear Ms. Empie, Ms. Lubit, Mr. Dunham and Mr. Clampitt:

On behalf of our client, 360 Finance, Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Amendment No. 3 to registration statement on Form F-1 (the “Registration Statement”) via EDGAR with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement publicly filed to the Commission on December 6, 2018.

The Company has submitted acceleration requests concurrently with the filing of the Registration Statement. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4891 or via e-mail at will.cai@skadden.com, or Kevin Lin, partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86 21 6141-2196 or via email at kelin@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Will H. Cai

Enclosures.

cc:                                Jun Xu, Chief Executive Officer, 360 Finance, Inc.

Jiang Wu, Chief Financial Officer, 360 Finance, Inc.

Peter X. Huang, Esq., Partner, Skadden, Arps. Slate, Meagher & Flom LLP

Kevin Lin, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP

David Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International LLP

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

42/F, EDINBURGH TOWER, THE LANDMARK

WILL H. CAI ^

15 QUEEN’S ROAD CENTRAL, HONG KONG

BOSTON

GEOFFREY CHAN *

CHICAGO

ANDREW L. FOSTER *

TEL: (852) 3740-4700

HOUSTON

BRADLEY A. KLEIN ˜

FAX: (852) 3740-4727

LOS ANGELES

CHI T. STEVE KWOK *

www.skadden.com

NEW YORK

EDWARD H.P. LAM ¨*

PALO ALTO

HAIPING LI *

WASHINGTON, D.C.

RORY MCALPINE ¨

WILMINGTON

CLIVE W. ROUGH ¨

JONATHAN B. STONE *

BEIJING

BRUSSELS

FRANKFURT

^ (ALSO ADMITTED   IN CALIFORNIA)

LONDON

¨ (ALSO ADMITTED   IN ENGLAND & WALES)

MOSCOW

˜ (ALSO ADMITTED   IN ILLINOIS)

MUNICH

* (ALSO ADMITTED   IN NEW YORK)

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

REGISTERED   FOREIGN LAWYER

December 6, 2018

Z. JULIE GAO   (CALIFORNIA)

VIA EDGAR

Ms. Lory Empie

Ms. Cara Lubit

Mr. Christopher Dunham

Mr. Michael Clampitt

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:                 360 Finance, Inc. (CIK No. No. 0001741530)
  Amendment No. 1 to Registration Statement on Form F-1

Dear Ms. Empie, Ms. Lubit, Mr. Dunham and Mr. Clampitt:

On behalf of our client, 360 Finance, Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Amendment No. 2 to registration statement on Form F-1 (the “Registration Statement”) via EDGAR with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement publicly filed to the Commission on November 6, 2018.

The Company plans to request the Registration Statement become effective on or about December 13, 2018.  Requests for effectiveness will be filed separately in due course. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4891 or via e-mail at will.cai@skadden.com, or Kevin Lin, partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86 21 6141-2196 or via email at kelin@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Will H. Cai

Enclosures.

cc:

Jun Xu, Chief Executive Officer, 360 Finance, Inc.

Jiang Wu, Chief Financial Officer, 360 Finance, Inc.

Peter X. Huang, Esq., Partner, Skadden, Arps. Slate,   Meagher & Flom LLP

Kevin Lin, Partner, Deloitte Touche Tohmatsu Certified Public Accountants   LLP
   David Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International   LLP

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

WILL H. CAI ^

42/F, EDINBURGH TOWER,   THE LANDMARK

BOSTON

GEOFFREY CHAN *

15 QUEEN’S ROAD   CENTRAL, HONG KONG

CHICAGO

ANDREW L. FOSTER *

HOUSTON

BRADLEY A. KLEIN ˜

TEL: (852) 3740-4700

LOS ANGELES

CHI T. STEVE KWOK *

FAX: (852) 3740-4727

NEW YORK

EDWARD H.P. LAM ¨*

www.skadden.com

PALO ALTO

HAIPING LI *

WASHINGTON, D.C.

RORY MCALPINE ¨

WILMINGTON

CLIVE W. ROUGH ¨

JONATHAN B. STONE *

BEIJING

BRUSSELS

FRANKFURT

^ (ALSO ADMITTED IN CALIFORNIA)

LONDON

¨(ALSO   ADMITTED IN ENGLAND & WALES)

MOSCOW

˜ (ALSO ADMITTED IN ILLINOIS)

MUNICH

*(ALSO   ADMITTED IN NEW YORK)

PARIS

SÃO PAULO

REGISTERED FOREIGN LAWYER

SEOUL

Z. JULIE GAO (CALIFORNIA)

SHANGHAI

SINGAPORE

TOKYO

TORONTO

November 21, 2018

VIA EDGAR

Ms. Lory Empie

Ms. Cara Lubit

Mr. Christopher Dunham

Mr. Michael Clampitt

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:                 360 Finance, Inc. (CIK No. No. 0001741530)
 Response to the Staff’s Comments on

Amendment No. 1 to Registration Statement on Form F-1 Filed on November 6, 2018, 2018

Dear Ms. Empie, Ms. Lubit, Mr. Dunham and Mr. Clampitt:

On behalf of our client, 360 Finance, Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we hereby set forth the Company’s supplemental responses to the comments contained in the letter form the staff of the Commission (the “Staff”) dated November 16, 2018.

The response is in addition to our correspondences dated November 20, 2018. The Staff’s comment is repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

Amendment No. 1 to Form F-1

Notes to the Unaudited Condensed Combined and Consolidated Financial Statements...

9. Ordinary Shares and Preferred Shares, page F-60

1.                                      We note your disclosures on pages F-61 and F-62 regarding the Series A and A+ convertible redeemable preferred shares. Please enhance your disclosures to describe with more detail how you determined the accounting treatment and the amount of the deemed dividend that you recognized as a result of the September 2018 reorganization.

The Company respectfully submits to the Staff that the Company accounted for the Series A and A+ preferred shares as a new issuance instead of a modification of the original equity shares with preference right due to the following considerations:

1) The legal form is different. Before the Reorganization, the equity interest that preferred shareholders held in Qibutianxia was in the form of paid-in-capital with preference rights set forth in the shareholder agreements. After the Reorganization, the legal form in the Company is convertible redeemable preferred shares.

2) The preference rights are not exactly the same. The preference rights that Series A and A+ preferred shareholders received in Qibutianxia was mainly liquidation preference and redemption right. After the Reorganization, the conversion right into ordinary share was added to the preference rights. Moreover, given the series A and A+ preferred shareholders continue to enjoy the same liquidation preference and redemption rights at Qibutianxia, and the liquidation value and redemption value of the preferred shares at the Company level were not proportionately adjusted according to the value of the carve-out entities of Qiyu, Fuzhou Microcredit and Fuzhou Guarantee (“Carve-out Entities”) to the value of Qibutianxia, these preferred shareholders obtained additional benefits through the Reorganization.

Based on the above, the Company concluded the issuance of the Series A and A+ preferred shares is more akin to an “extinguishment” rather than a “modification” and accounted for the Series A and A+ preferred shares as a new issuance initially at fair value and engaged an independent valuation firm to assist with the valuation.

2

In determining the deemed dividend for EPS purpose, the Company refers to ASC 260-10-S99-2 which provides guidance on the accounting for extinguishment of equity-classified preferred stock. Under that guidance, the difference between the fair value and the carrying amount of the preferred stock is treated as a return to the holder of the preferred stock in a manner similar to the dividend paid on preferred stock. Because the equity interests with preference rights before the Reorganization were made into Qibutianxia by different tranches at different dates with the first tranche occurring before the establishment of the Carve-out Entities, and there was no pre-agreed allocation ratio to the Carve-out Entities, it becomes very judgmental to determine the book value of the equity interests with preference rights that are proportional to the Carve-out Entities. The Company therefore does not believe it practical to determine a reasonable number as the carrying amount of the parent company’s investment attributable to the preferred shareholders. In addition, the Company did not receive any cash consideration from the issuance of the Series A and A+ convertible redeemable preferred shares as part of the Reorganization. Therefore, the Company recorded the entire amount of fair value of Series A and A+ preferred shares to mezzanine equity by charging against equity. Furthermore, because the Company did not have retained earnings at the reorganization date, the fair value of Series A and A+ preferred shares was first charged against additional paid-in capital until it was exhausted and the rest was charged to accumulated deficit.

In response to the Staff’s comments, the Company proposes to revise the disclosure on page F-62 of the registration statement as follows:

“As the Series A convertible redeemable preferred shares and Series A+ convertible redeemable preferred shares The Company treated the issuance of Series A and A+ convertible redeemable preferred shares as new issuance and an extinguishment of the equity interest with preference rights existing before the Reorganization as the legal form between the two is different and the preference rights received were not exactly the same before and after the Reorganization. Accordingly, the Series A and A+ convertible redeemable preferred shares were recorded at fair value. In addition, as they were issued as part of the Reorganization with no cash consideration, the Company and the carrying amount of the equity interest with preference rights over the carve-out entities of Qiyu, Fuzhou Microcredit and Fuzhou Guarantee is not practically determinable, the Company accounted for the issuance of Series A and A+ convertible redeemable preferred shares entire fair value in the manner as deemed dividends to Series A and A+ preferred shareholders and charged the fair value of the convertible redeemable preferred shares against retained earnings or, in the absence of retained earnings, by charging against equity. Since the Company did not have retained earnings at the reorganization date, the fair value of Series A and A+ preferred shares was first charged against additional paid-in capital. until it was exhausted and the rest was charged to accumulated deficit. The changes in equity related to the recognition of Series A and A+ convertible redeemable preferred shares is disclosed in the unaudited condensed combined and consolidated statement of changes in shareholders’ equity.”

3

The Company plans to file an amendment to Registration Statement on Form F-1 to include the proposed disclosure set forth above and any additional comments the Staff may have with respect to this comment.

If you have any questions regarding the Company’s registration statement on Form F-1, please contact the undersigned by phone at +852 3740-4891 or via e-mail at will.cai@skadden.com, or Kevin Lin, partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86 21 6141-2196 or via email at kelin@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Will H. Cai

Enclosures.

cc:                                Jun Xu, Chief Executive Officer, 360 Finance, Inc.

Jiang Wu, Chief Financial Officer, 360 Finance, Inc.

Peter X. Huang, Esq., Partner, Skadden, Arps. Slate, Meagher & Flom LLP

Kevin Lin, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP

David Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International LLP

4

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

42/F, EDINBURGH TOWER, THE LANDMARK

WILL H. CAI ^

15 QUEEN’S ROAD CENTRAL, HONG KONG

BOSTON

GEOFFREY CHAN *

CHICAGO

ANDREW L. FOSTER *

TEL: (852) 3740-4700

HOUSTON

BRADLEY A. KLEIN ˜

FAX: (852) 3740-4727

LOS ANGELES

CHI T. STEVE KWOK *

www.skadden.com

NEW YORK

EDWARD H.P. LAM ¨*

PALO ALTO

HAIPING LI *

WASHINGTON, D.C.

RORY MCALPINE ¨

WILMINGTON

CLIVE W. ROUGH ¨

JONATHAN B. STONE *

BEIJING

BRUSSELS

^ (ALSO ADMITTED IN CALIFORNIA)

FRANKFURT

¨ (ALSO ADMITTED IN ENGLAND & WALES)

LONDON

˜ (ALSO ADMITTED IN ILLINOIS)

MOSCOW

* (ALSO ADMITTED IN NEW YORK)

MUNICH

PARIS

REGISTERED FOREIGN LAWYER

SÃO PAULO

Z. JULIE GAO (CALIFORNIA)

SEOUL

SHANGHAI

SINGAPORE

TOKYO

November 20, 2018

TORONTO

VIA EDGAR

Ms. Lory Empie

Ms. Cara Lubit

Mr. Christopher Dunham

Mr. Michael Clampitt

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:                 360 Finance, Inc. (CIK No. No. 0001741530)
 Response to the Staff’s Comments on

Amendment No. 1 to Registration Statement on Form F-1 Filed on November 6, 2018

Dear Ms. Empie, Ms. Lubit, Mr. Dunham and Mr. Clampitt:

On behalf of our client, 360 Finance, Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we hereby set forth the Company’s responses to the comments contained in the letter form the staff of the Securities and Exchange Commission (the “Staff”) dated November 16, 2018. The Staff’s comment is repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

Amendment No. 1 to Form F-1

Notes to the Unaudited Condensed Combined and Consolidated Financial Statements...

9. Ordinary Shares and Preferred Shares, page F-60

1.                                      We note your disclosures on pages F-61 and F-62 regarding the Series A and A+ convertible redeemable preferred shares. Please enhance your disclosures to describe with more detail how you determined the accounting treatment and the amount of the deemed dividend that you recognized as a result of the September 2018 reorganization.

The Company respectfully submits to the Staff that the preference rights the Series A and A+ preferred shareholders are entitled to in the Cayman holding company 360 Finance, Inc. are not exactly the same as what they enjoyed in Qibutianxia before the Reorganization. Therefore, the Company accounted for the Series A and A+ preferred shares as new issuance initially at fair value and engaged an independent valuation firm to assist with the valuation.  As the Company did not actually receive any cash consideration from the issuance of the Series A and A+ convertible redeemable preferred shares as part of the Reorganization, the Company recorded the fair value of Series A and A+ preferred shares to mezzanine equity by charging against equity. Furthermore,  because the Company did not have retained earnings at the reorganization date, the fair value of Series A and A+ preferred shares was first charged against additional paid-in capital until it was exhausted and the rest was charged to accumulated deficit.  The Company treated the entire amount as deemed dividend for EPS purpose. The Company also disclosed on page F-66 of Amendment No. 1 to Registration Statement on Form F-1 the pro forma effect assuming the conversion of the convertible redeemable preferred shares into ordinary shares as if the IPO occurred on the reorganization date. In the pro forma disclosure there, the deemed dividend impact is removed.

In response to the Staff’s comments, the Company proposes to revise the disclosure on page F-62 of the registration statement as follows:

“The Preferred Shares do not meet the criteria of mandatorily redeemable financial instruments specified in ASC 480-10-S99, and have been classified as mezzanine equity in the unaudited condensed combined and consolidated balance sheets. The Preferred Shares were initially measured at fair value. The Company determined the fair value of the Preferred Shares using the option pricing method with the assistance from an independent valuation firm. As the Series A convertible redeemable preferred shares and Series A+ convertible redeemable preferred shares were issued as part of the Reorganization with no cash consideration, the Company accounted for the issuance of Series A and A+ convertible redeemable preferred shares in the manner as deemed dividends to shareholders and charged by charging the fair value of the Series A and A+ convertible redeemable preferred shares against equity retained earnings or, in the absence of retained earnings, by charging against additional paid-in capital. Since the Company did not have retained earnings at the reorganization date, the fair value of Series A and A+ preferred shares was first charged against additional paid-in capital until it was exhausted and the rest was charged to accumulated deficit. The changes in equity related to the recognition of Series A and A+ convertible redeemable preferred shares is disclosed in the unaudited condensed combined and consolidated statement of changes in shareholders’ equity.”

2

The Company plans to file an amendment to Registration Statement on Form F-1 to include the proposed disclosure set forth above and any additional comments the Staff may have with respect to this comment.

If you have any questions regarding the Company’s registration statement on Form F-1, please contact the undersigned by phone at +852 3740-4891 or via e-mail at will.cai@skadden.com, or Kevin Lin, partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86 21 6141-2196 or via email at kelin@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Will H. Cai

Enclosures.

cc:                                Jun Xu, Chief Executive Officer, 360 Finance, Inc.

Jiang Wu, Chief Financial Officer, 360 Finance, Inc.

Peter X. Huang, Esq., Partner, Skadden, Arps. Slate, Meagher & Flom LLP

Kevin Lin, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP

David Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International LLP

3

November 16, 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. 1 to
Registration Statement on Form F-1
Filed November 6, 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. 1 to Form F-1
Notes to the Unaudited Condensed Combined and Consolidated Financial Statements...
9. Ordinary Shares and Preferred Shares, page F-60
1.We note your disclosures on pages F-61 and F-62 regarding the Series A and A+
convertible redeemable preferred shares.  Please enhance your disclosures to describe with
more detail how you determined the accounting treatment and the amount of the deemed
dividend that you recognized as a result of the September 2018 reorganization.

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 November 16, 2018 Page 2
 FirstName LastName
Jun Xu
360 Finance, Inc.
November 16, 2018
Page 2
            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.

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

42/F, EDINBURGH TOWER, THE LANDMARK

WILL H. CAI ^

15 QUEEN’S ROAD CENTRAL, HONG KONG

BOSTON

GEOFFREY CHAN *

CHICAGO

ANDREW L. FOSTER *

TEL: (852) 3740-4700

HOUSTON

BRADLEY A. KLEIN ˜

FAX: (852) 3740-4727

LOS ANGELES

CHI T. STEVE KWOK *

www.skadden.com

NEW YORK

EDWARD H.P. LAM ¨*

PALO ALTO

HAIPING LI *

WASHINGTON, D.C.

RORY MCALPINE ¨

WILMINGTON

CLIVE W. ROUGH ¨

JONATHAN B. STONE *

BEIJING

BRUSSELS

^ (ALSO ADMITTED IN CALIFORNIA)

FRANKFURT

¨ (ALSO ADMITTED IN ENGLAND & WALES)

LONDON

˜ (ALSO ADMITTED IN ILLINOIS)

MOSCOW

* (ALSO ADMITTED IN NEW YORK)

MUNICH

PARIS

REGISTERED FOREIGN LAWYER

SÃO PAULO

Z. JULIE GAO (CALIFORNIA)

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

November 6, 2018

VIA EDGAR

Ms. Lory Empie

Ms. Cara Lubit

Mr. Christopher Dunham

Mr. Michael Clampitt

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:

360 Finance, Inc. (CIK No. No. 0001741530)

Amendment   No. 1 to Registration Statement on Form F-1

Dear Ms. Empie, Ms. Lubit, Mr. Dunham and Mr. Clampitt:

On behalf of our client, 360 Finance, Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Amendment No.1 to registration statement on Form F-1 (the “Registration Statement”) via EDGAR with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement publicly filed to the Commission on October 26, 2018.

The Company plans to file an amendment to the Registration Statement containing the estimated price range and offering size on or about November 21, 2018 and launch the road show on November 22, 2018. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

*                                         *                                         *

If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at +852 3740-4891 or via e-mail at will.cai@skadden.com, or Kevin Lin, partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86 21 6141-2196 or via email at kelin@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Will H. Cai

Will H. Cai

Enclosures.

cc:

Jun Xu, Chief   Executive Officer, 360 Finance, Inc.

Jiang Wu, Chief Financial Officer, 360 Finance, Inc.

Peter X. Huang, Esq., Partner, Skadden, Arps. Slate,   Meagher & Flom LLP

Kevin Lin, Partner, Deloitte Touche Tohmatsu Certified Public Accountants   LLP

David Zhang, Esq., Partner, Kirkland & Ellis International   LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International   LLP

2

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

CHRISTOPHER W. BETTS

WILL H. CAI ^

GEOFFREY CHAN *

ANDREW L. FOSTER *

BRADLEY A. KLEIN ˜

CHI T. STEVE KWOK *

EDWARD H.P. LAM ¨*

HAIPING LI *

RORY MCALPINE ¨

CLIVE W. ROUGH ¨

JONATHAN B. STONE *

^ (ALSO ADMITTED IN CALIFORNIA)

¨ (ALSO ADMITTED IN ENGLAND & WALES)

˜ (ALSO ADMITTED IN ILLINOIS)

* (ALSO ADMITTED IN NEW YORK)

REGISTERED FOREIGN LAWYER

Z. JULIE GAO (CALIFORNIA)

世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

AFFILIATE OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

October 26, 2018

VIA EDGAR

Ms. Lory Empie

Ms. Cara Lubit

Mr. Christopher Dunham

Mr. Michael Clampitt

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:                 360 Finance, Inc. (CIK No. No. 0001741530)
 Response to the Staff’s Comments on

Amendment No. 2 to Draft Registration Statement on Form F-1
 Confidentially Submitted on September 28, 2018

Dear Ms. Empie, Ms. Lubit, Mr. Dunham and Mr. Clampitt:

On behalf of our client, 360 Finance, Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the revised draft registration statement confidentially submitted to the Commission on September 28, 2018.

Securities and Exchange Commission

October 26, 2018

Page 2

Concurrently with the filing of the Registration Statement, the Company is hereby setting forth the Company’s responses to the comments contained in the letter form the staff of the Commission (the “Staff”) dated October 10, 2018. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

Amendment No. 2 to Draft Registration Statement on Form F-1

Prospectus Summary

Our Challenges, page 7

1.                                      We note that your revision in response to comment 2 implies that you are already in compliance with the rules and regulations for the online consumer finance industry in China (i.e. “stay in compliance”). However, this conflicts with disclosure elsewhere that you are still adjusting your business model in response to new legal requirements and are not yet fully compliant with the requirements of relevant PRC laws and regulations. Please revise to address this apparent discrepancy. Furthermore, please revise your prospectus summary to disclose the material ways in which your operations are not currently in compliance with these regulations (e.g. the number of funding partners that have not adopted your new payment flow model and the proportion of your lending that this represents) and all potential material penalties for noncompliance (e.g. maximum fines or penalties and whether these may be aggregated if assessed on a per loan basis). Finally, please also disclose whether or not you may face penalties for past noncompliance even if you are successful in fully reforming your operations.

In response to the Staff’s comments, the Company has revised the disclosure on pages 10 of the Registration Statement.

Securities and Exchange Commission

October 26, 2018

Page 3

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Measures, page 99

2.                                      We note your Non-GAAP reconciliation for Adjusted Net Loss. Please revise your disclosures, here and elsewhere throughout the registration statement (e.g., pages 19, 89), to show the tax effect of the corresponding adjustment as a separate line item. Refer to Non-GAAP C&DI Question 102.11.

The Company respectfully submits to the Staff that the only adjustment to reconcile the Adjusted Net Loss to Net Loss — adding back share-based compensation — has no tax impact because share-based compensation expense is recorded at 360 Finance, Inc., a Cayman Islands entity, and Cayman Islands currently levies no taxes on operations of Cayman Islands companies. To clarify the fact of no tax impact, the Company revised disclosure on pages 21, 91 and 101 of the Registration Statement. Should there be any additional adjustment to Non-GAAP measures that has tax implications, the Company will provide the tax amount as a separate line item in Non-GAAP reconciliation.

Description of American Depositary Shares

Limitations on Obligations and Liability to ADS Holders

Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs, page 188

3.                                      We note your response to comment 8. Please revise your disclosure on page 190 to address whether the waiver of a trial by jury in the deposit agreement applies to claims under the federal securities laws. If the waiver applies to claims under the federal securities laws, please further disclose here and in your risk factors how the waiver impacts ADS holders and address any questions as to the enforceability of this provision. Moreover, please disclose in both your registration statement and the depositary agreement that despite agreeing to the a provision, investors will not be deemed to have waived the company’s or the depositary’s compliance with the federal securities laws and the rules and regulations thereunder.

In response to the Staff’s comments, the Company has revised the disclosure on pages 64, 65, 192 and 193 of the Registration Statement.

*                                         *                                         *

If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at +852 3740-4891 or via e-mail at will.cai@skadden.com, or Kevin Lin, partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86 21 6141-2196 or via email at kelin@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Will H. Cai

Will H. Cai

Enclosures.

cc:                                Jun Xu, Chief Executive Officer, 360 Finance, Inc.

Jiang Wu, Chief Financial Officer, 360 Finance, Inc.

Peter X. Huang, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Kevin Lin, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP

David Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International LLP

October 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
Draft Registration Statement on Form F-1
Submitted September 28, 2018
CIK No. 0001741530
Dear Mr. Xu:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 21, 2018 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Our Challenges, page 7
1.We note that your revision in response to comment 2 implies that you are already in
compliance with the rules and regulations for the online consumer finance industry in

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 October 11, 2018 Page 2
 FirstName LastNameJun Xu
360 Finance, Inc.
October 11, 2018
Page 2
China (i.e. "stay in compliance").  However, this conflicts with disclosure elsewhere that
you are still adjusting your business model in response to new legal requirements and are
not yet fully compliant with the requirements of relevant PRC laws and regulations.
Please revise to address this apparent discrepancy.  Furthermore, please revise your
prospectus summary to disclose the material ways in which your operations are not
currently in compliance with these regulations (e.g. the number of funding partners that
have not adopted your new payment flow model and the proportion of your lending that
this represents) and all potential material penalties for noncompliance (e.g. maximum
fines or penalties and whether these may be aggregated if assessed on a per loan basis).
Finally, please also disclose whether or not you may face penalties for past
noncompliance even if you are successful in fully reforming your operations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures, page 99
2.We note your Non-GAAP reconciliation for Adjusted Net Loss.  Please revise your
disclosures, here and elsewhere throughout the registration statement (e.g., pages 19, 89),
to show the tax effect of the corresponding adjustment as a separate line item.  Refer to
Non-GAAP C&DI Question 102.11.
Description of American Depositary Shares
Limitations on Obligations and Liability to ADS Holders
Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders
and holders of ADSs, page 188
3.We note your response to comment 8.  Please revise your disclosure on page 190 to
address whether the waiver of a trial by jury in the deposit agreement applies to claims
under the federal securities laws.  If the waiver applies to claims under the federal
securities laws, please further disclose here and in your risk factors how the waiver
impacts ADS holders and address any questions as to the enforceability of this provision.
Moreover, please disclose in both your registration statement and the depositary
agreement that despite agreeing to the a provision, investors will not be deemed to have
waived the company's or the depositary’s compliance with the federal securities laws and
the rules and regulations thereunder.

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 October 11, 2018 Page 3
 FirstName LastName
Jun Xu
360 Finance, Inc.
October 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.

September 21, 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. 1 to
Draft Registration Statement on Form F-1
Submitted September 10, 2018
CIK No. 0001741530
Dear Mr. Xu:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 23, 2018 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note your revisions in response to comments 1 and 4.  However, it appears that
understanding the material terms of your loan products, your target market and its growth
prospects, and the recent changes to your business in response to recent Chinese

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 September 21, 2018 Page 2
 FirstName LastNameJun Xu
360 Finance, Inc.
September 21, 2018
Page 2
regulations are all key aspects of your offering.  Accordingly, please revise your
prospectus summary to disclose:

•The necessary qualifications for "prime borrowers" and support your belief that this
market is "underserved."
•An overview of your loan products, such as the average or range of your credit lines,
drawdowns, and terms.
•An overview of how you monetize these products, such as the types of fees or interest
you charge, identifying the party that pays the fee or interest ( i.e. borrower, lender,
referral partner) and their relative importance to your business.
•The recent significant changes to your business in response to recent Chinese
regulations which have required "considerable measures to comply with," highlighting
such material changes, addressing the penalties for noncompliance, and addressing the
degree to which your present operations are comparable to your
historical operations in light of these apparently material changes.
Our Challenges, page 7
2.We note your revisions in response to comments 6 and 26.  Please revise your fifth bullet
to disclose the material ways in which your operations are not currently in compliance
with regulations for the online consumer finance industry or value-added
telecommunications services and the current or potential future impact on your business
operations.
Conventions that Apply to this Prospectus, page 11
3.We note your disclosure on page 12 now states that the M1+ and M3+ delinquency rates
exclude loans past due 180+ days unless content in the filing states otherwise.  Please
address the items below.
•Clarify for us whether this is an actual methodology change.  If so, tell us the reason
for the change.
•To supplement the graphs provided on page 92, present (preferably in tabular format)
the M1+ and M3+ delinquency rates for all periods presented in your financial
statements.  Include expanded narrative to discuss material trends and their drivers.
Risk Factors
Risks Related to Our Business and Industry
The laws and regulations..., page 21
4.We note your revisions in response to comment 9.  Please further revise your first bullet to
disclose, as of a recent date, the proportion of loan originations where either you or your
PRC subsidiaries guaranteed the deposits of, or provided guarantees or other credit
enhancements services to, your institutional funding partners without the relevant
guarantee license.

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 September 21, 2018 Page 3
 FirstName LastNameJun Xu
360 Finance, Inc.
September 21, 2018
Page 3
Dilution, page 75
5.We note your revisions in response to comment 12.  However, the last paragraph on page
76 appears to contradict the revised disclosure in your footnote to these two tables.  Please
revise or explain this apparent discrepancy.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Specific Factors Affecting Our Results of Operations, page 91
6.We note your response to comment 13. To provide more clarity for investors regarding
initial utilization compared with ongoing active usage, please address the items below.
•Tell us the overall utilization rate for the periods presented. If there is a material
difference between the first year utilization rate and the overall utilization rate, revise
your disclosure to present both and address the differences.
•Tell us whether you consider other metrics such as average number of monthly active
users or accumulated active borrowers. If so, revise your disclosures to discuss and
quantify such metrics or explain to us why you feel that they would not be meaningful
to investors.
Business
Our Transaction Process, page 133
7.We note your response to comment 16 and your revised disclosure on page 134 stating
that you do not consider referrals as a main source of income.  However, given that
revenue from referring borrowers appears to have constituted more than 10% of your total
net revenues for the periods presented, please present this amount as a separate line item
on the face of your Combined and Consolidated Statements of Operations.  See Rule 5-03
of Regulation S-X.
Description of American Depositary Shares
Governing Law, page 190
8.We note your revisions in response to comment 29 that the deposit agreement includes
both mandatory arbitration and exclusive forum provisions.  Please indicate whether these
provisions impact the ability of ADS holders to pursue claims under US federal securities
laws.  We further note that your contractual arrangements with your VIEs provide for the
resolution of disputes through arbitration in China.  Please revise your disclosures on
page 43 to state, if true, that the arbitration provisions relate to the claims arising out of
the contractual relationship created by the VIE agreements, rather than claims under the
US federal securities laws and do not prevent shareholders of the company from pursuing
claims under the US federal securities laws.

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 September 21, 2018 Page 4
 FirstName LastNameJun Xu
360 Finance, Inc.
September 21, 2018
Page 4
Notes to the Combined and Consolidated Financial Statements...
2. Summary of Significant Accounting Policies, page F-14
9.We note your response to comment 34. Please revise your disclosures to include your
accounting policy for the borrower referral program, including the amounts of cash
rewards for the periods presented.
Multiple element revenue recognition, page F-18
10.We note in your disclosures on page F-17 that your services mainly consist of (1)
performing credit assessment and matching and (2) providing repayment processing.  We
further note that, on page F-18, you consider loan facilitation services and post-origination
services as a multiple deliverable revenue arrangement.  Your disclosures go on to state
that, when applicable, you first allocate fees collected to guarantee liabilities, then to the
two previously mentioned deliverables.  Please address the items below.
•Clarify the timing for your recognition of loan facilitation services; i.e., given that you
receive fees on a monthly basis over the life of a loan, describe how you determine
when the four criteria identified on page F-17 are met for loan facilitation services,
which are presumably completed up-front.
•Clarify whether you consider the guarantee to be a deliverable when it is present.  If
so, revise your disclosures to state this.
•If you do not consider the guarantee to be a deliverable, explain how you reached your
conclusion.
Notes to the Unaudited Condensed Combined and Consolidated for the Six Months Ended June
30, 2017 and 2018
2. Summary of Significant Accounting Policies
Consolidated Trusts, page F-46
11.We note your response to comment 33. Please revise your disclosure on page F-46 to
include the amounts of repurchases for loans facilitated under the consolidated trust for
the periods presented or disclose that they are immaterial.
Guarantee Liabilities, page F-48
12.We note your response to comment 21 and related revised disclosure regarding guarantees
for funding partners. Please address the items below.
•Provide us with a set of sample journal entries for back-to-back guarantees from
inception to release, including an example where a partial or full recovery of defaulted
money is made and one in which there is no recovery.
•For comparative purposes, also provide a set of sample journal entries for a transaction
in which you have provided a security deposit.
•Tell us if all non-back-to-back guarantees require a security deposit. If not, provide us
with a sample set of journal entries for a transaction in which a guarantee is provided

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 September 21, 2018 Page 5
 FirstName LastName
Jun Xu
360 Finance, Inc.
September 21, 2018
Page 5
but no security deposit is required.
            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.

August 23, 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.
Draft Registration Statement on Form F-1
Submitted July 27, 2018
CIK No. 0001741530
Dear Mr. Xu:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted July 27, 2018
Prospectus Summary
Overview, page 1
1.Please disclose the necessary qualifications, including any income requirements, for
“prime borrowers” and provide support for your belief that this market is “underserved."
In addition, disclose that all loans are unsecured and non-recourse or explain otherwise.

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 August 23, 2018 Page 2
 FirstName LastNameJun Xu
360 Finance, Inc.
August 23, 2018
Page 2
2.Please disclose the approval rate for credit applications in a recent period, as well as the
proportion of applicants referred to Beijing Qibutianxia and your associated referral fees.
3.Please outline the terms of your dual class share structure and disclose the material
implications therefrom.  For example, if true, please disclose that Mr. Zhou will have the
ability to control the outcome of all corporate governance matters so long as he holds at
least 4.8% of your total outstanding share capital in Class B shares.  Please further
disclose whether you will be a controlled company under the applicable listing standards
and if you will be eligible to rely on any exceptions to this definition.  Please make
conforming revisions to the risk factor on pages 59 and 60.
4.Please disclose the averages and ranges for the credit lines, drawdowns, and “variable
tenors” that your platform offers borrowers, as well as all fees or interest charged.  Please
separately highlight the percentage of loans exceeding 24% APR at both December 31,
2017 and the most recent practicable date as we note your disclosures on pages 112 and
127. Please also briefly discuss the legal implications on loans with rates over 24%.
5.Please revise to update the tables on page 2 as of the most recent practicable date and also
add 2 tables for quarterly revenues and quarterly profit/losses.
Our Strengths, page 3
6.We note that your prospectus summary includes a discussion of your competitive
strengths and business strategy.  Please balance this disclosure by including a brief
summary of the most significant risks that your business faces in this section of
your prospectus.
The Offering, page 10
7.Please revise to compare the ownership and voting interests for investors in this offering
with those of your existing shareholders.  Please make conforming revisions to the
diagram on page 77.
Summary Combined Financial and Operational Data, page 12
8.We note your presentation of financial assets receivable on page 13 and elsewhere in the
filing. Please revise the financial assets receivable caption here and elsewhere as
appropriate to clarify that the balances have no allowance (i.e. net of allowance).
Risk Factors
Risks Related to Our Business and Industry
The laws and regulations governing the online consumer finance industry..., page 17
9.We note you are in the process of making several adjustments to your business practices
in response to recent regulatory guidance in China, including Circular 141 and Circular
56, but may not be fully compliant at this time.  Please revise the bulleted list on page 18

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 August 23, 2018 Page 3
 FirstName LastNameJun Xu
360 Finance, Inc.
August 23, 2018
Page 3
to quantify your progress on these changes as of a recent date.  For example, please
quantify for us and in your disclosures the amount of originations and proportion of
funding partners for which you still collect repayments directly, without third-party
payment channels, and provide, if possible, an estimate of when you will no longer engage
in this practice.  Please also quantify the proportion and balance of loans outstanding
exceeding 24% APR and 36% APR during a recent period and, to the extent material,
contrast this with your historical operations.  Please also disclose potential material
penalties for violating this recent regulatory guidance, both historically and going forward.
Risks Related to Our ADSs and This Offering
We have granted, and may continue to grant, share incentive awards…, page 61
10.Please disclose that the maximum number of ordinary shares which may be issued under
your 2018 Share Incentive Plan may increase annually by an amount up to 1% of the total
number of ordinary shares then issued and outstanding, as disclosed on page 144.
Use of Proceeds, page 67
11.Please revise to disclose the current intentions, including amounts, with regard to using
proceeds to make loans and capital investments in related or other entities.
Dilution, page 71
12.Please update as of the most recent practicable date and add a footnote to each table
disclosing the impact assuming all options (see page 61) are exercised.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Specific Factors Affecting Our Results of Operations, page 84
13.We note your discussion of the historical first year utilization rate. Please revise here, and
elsewhere as appropriate, to quantify and discuss repeat borrower origination volume
separately from new origination volume.
Loan Performance Data, page 85
14.We note your disclosure that the Loan Performance Data section shows the effectiveness
of the Company's risk management.  The subsequent graph on page 86 appears to show
M1+ delinquency rate by vintage.  However, you appear to reference the M3+
delinquency rate in the “Ability to effectively manage risks” section on page 85 and in
multiple other locations within the filing as an important metric (e.g., pages 106, 109).
Please therefore revise your disclosures to present trends for both rates.
15.Tell us if the M1+ and M3+ delinquency rates have any impact or relationship with the
historical loss experience, delinquency, or other factors used in the computation of your
allowance for loans and advances losses as described in your financial statements (e.g.
Allowance for Loans Losses as discussed on page F-18).

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 August 23, 2018 Page 4
 FirstName LastNameJun Xu
360 Finance, Inc.
August 23, 2018
Page 4
Key Components of Our Results of Operations, page 87
16.We note your disclosure that 29.1% of your revenues in 2017 came from "other", which
you state is primarily comprised of revenue from referrals and advertisements.  Please tell
us, and revise your disclosures to state, how much of the total is attributable to each of
these components.
Discussion of Certain Balance Sheet Item, page 92
17.We note your disclosure here and elsewhere, such as page F-17, that restricted cash
consists mainly of security deposits related to loan facilitation services.  Please address the
items below, revising your disclosures where necessary.
•Specify the types and proportion of funding partners that require this arrangement.
•Tell us at what point in your process money would be contributed or removed from
these balances.
•Noting your disclosure on page 114 that you are "actively modifying" your historical
practice of setting aside guarantee deposits, describe how you are modifying this
practice, and clarify whether such deposits are the same as the security deposits noted
here and elsewhere in the filing.
18.Revise to add discussion of Amounts Due to Related Parties.
Industry, page 101
19.Please provide us with a copy of the Oliver Wyman Report, translated into English, if
applicable.  Please refer to Securities Act Rule 418 for additional guidance.
Business
Our Products
Product Pricing, page 111
20.Please explain why the Totals, for year ended December 31, 2017, on the Table on page
112 do not reconcile with loan investments on page F-11.
Our Funding
Institutional Funding Partners
Guarantee for funding partners, page 114
21.We note that you provide “back guarantees” to licensed third party guarantee companies.
Please revise to clarify the terms and conditions of these back guarantees. Disclose
whether or not any back guarantees have been redeemed and quantify accordingly. Tell us
how the back guarantees are accounted for within your financial statements.

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 August 23, 2018 Page 5
 FirstName LastNameJun Xu
360 Finance, Inc.
August 23, 2018
Page 5
Our Transaction Process, page 116
22.We note that your transaction flowchart on page 116 and the accompanying narrative
do not appear to include your referral process.  Please revise or insert an additional
flowchart and revise your narrative to show and discuss this type of transaction.
Risk Management
Proprietary credit scoring and risk models, page 119
23.Please revise to materially describe the type or types of variables analyzed to generate
both your Argus RM Model's "A-Score" and "B-Score," highlighting the material
differences between the two.
24.Please disclose how often and to what degree you "adjust credit limits" and whether you
do so proactively or only in response to drawdown requests.
Employees, page 123
25.Please expand your disclosure regarding the two new companies to be formed. Please
disclose the purpose of the companies, the anticipated costs to establish including facilities
costs and revise the organizational charts to indicate how they will be connected to the
existing organization.
Regulations, page 125
26.Please revise each of the sections discussed to indicate the current impact on the
company's current business and operations and potential future impact.
Principal And Selling Shareholders, page 146
27.We note your disclosure in footnotes (8) through (11) on page 147 that the majority of
your Class C ordinary shares are held by companies which are wholly owned by
companies with variations of the name "Zhuhai Qixin [] Information Technology Co.,
Ltd."  Please disclose the ultimate beneficial owner or owners of these shares and revise
your table to aggregate shares held by the same beneficial owner regardless of where such
shares are held.  Please also make conforming revisions to the other companies identified
in your table, as necessary.  Please refer to General Instruction F and Item 7.A of Part I of
Form 20-F for guidance.
Related Party Transactions
Transactions with Qihoo 360, page 148
28.Please revise to materially describe the "services" provided both by and to Qihoo 360 and
provide sufficient context to understand the nature and extent of each service.

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 August 23, 2018 Page 6
 FirstName LastNameJun Xu
360 Finance, Inc.
August 23, 2018
Page 6
Description of American Depositary Shares
Governing Law, page 170
29.We note apparently conflicting disclosure concerning the available forums for claims
under the federal securities laws.  Please revise or advise whether holders of your ADSs
may only institute claims "in a state or federal court in New York" as disclosed on page
56, or if such claims may be heard "in any competent court in the Cayman Islands, Hong
Kong, the People's Republic of China and/or the United States" as disclosed on page 170.
Audited Combined Financial Statements of Shanghai Qiyu Information Technology Co., Ltd.
and Fuzhou 360 Microcredit Co., Ltd.
Combined Statements of Operations…, page F-8
30.Please revise your presentation of Provision for Loan Losses by moving it up under
Financing Income, showing a subtotal of "Financing Income net of Provision for Loan
Losses" within the net revenue section of the income statement.
31.Please revise the column header to include the actual date of inception.
32.Please revise to include earnings per share pursuant to ASC 260-10-45, Rule 5-03 of Reg.
S-X, and Item 8(b) of Form F-1, or tell us why it is not necessary, citing the relevant
authoritative guidance. Additionally, include a corresponding discussion within the notes
where appropriate regarding earnings per share.
Notes to the Combined Financial Statements
Summary of Significant Accounting Policies
Consolidated Trusts, page F-13
33.We note that you have provided guarantees to the consolidated trusts by agreeing to
repurchase any loans that are delinquent for 60 to 90 days, from which the Group absorbs
the credit risk of the Trusts resulting from borrowers' delinquencies. Please revise here,
or elsewhere if appropriate, to quantify the amounts of such repurchases for the periods
presented.
Revenue recognition, page F-15
34.We note your disclosure regarding incentive coupons on page F-16. Please revise to
clarify whether these coupons are separate from the borrower referral program discussed
on page 110. Further, revise to clarify whether the service fee reduction is recognized at
the point in time the coupon is redeemed, or if the service fee reduction is spread ratably
across the life of the loan.
35.Please tell us and revise your disclosures to address how the borrower referral program
discussed on page 110 is considered when recognizing revenue. Tell us what incentives
are given in the borrower referral program.

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 August 23, 2018 Page 7
 FirstName LastName
Jun Xu
360 Finance, Inc.
August 23, 2018
Page 7
Guarantee Liabilities, page F-19
36.Please tell us and disclose, as necessary, if there are any circumstances in which you
would be responsible for paying borrowers or funding partners if a third party payment
processor fails to transfer funds timely.
General
37.Please provide us with copies of sample agreements that you enter into with various
counterparties during the transactional process; i.e., borrower agreements, funding partner
agreements (with and without guarantees), referral agreements, and third party guarantee
company agreements.
38.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            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.