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Securities and Exchange Commission Form F-1 360

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Securities and Exchange Commission Form F-1 360 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on December 12, 2018 Registration No. 333-228020 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 360 Finance, Inc. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Cayman Islands 6199 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) China Diamond Exchange Center, Building B No. 555 Pudian Road, No. 1701 Century Avenue Pudong New Area, Shanghai 200122 People's Republic of China +86 21 6151-6360 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Cogency Global Inc. 10 E. 40th Street, 10th Floor New York, New York, 10016 +1 212 947 7200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Will H. Cai, Esq. Peter X. Huang, Esq. David T. Zhang, Esq. Skadden, Arps, Slate, Meagher & Skadden, Arps, Slate, Meagher & Steve Lin, Esq. Flom LLP Flom LLP Kirkland & Ellis International LLP c/o 42/F, Edinburgh Tower, The Landmark c/o 30/F, China World Office 2 c/o 26/F, Gloucester Tower, The Landmark 15 Queen's Road Central No. 1, Jian Guo Men Wai Avenue 15 Queen's Road Central Hong Kong Beijing, 100004, China Hong Kong +852 3740-4700 +86 10 6535-5500 +852 3761-3300 Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. o CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of each class of Amount to be offering price per aggregate offering Amount of securities to be registered registered(2)(3) share(3) price(3) registration fee(4) Class A ordinary shares, par value 0.00001 per share 7,130,000 US$9.25 US$65,952,500 US$7,993.44 (1) American depositary shares issuable upon deposit of class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-228343). Each American depositary share represents two class A ordinary shares. (2) Includes class A ordinary shares that are issuable upon the exercise of the underwriters' over-allotment option. Also includes class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These class A ordinary shares are not being registered for the purpose of sales outside the United States. (3) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. (4) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. † The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued December 12, 2018. 3,100,000 American Depositary Shares 360 Finance, Inc. Representing 6,200,000 Class A Ordinary Shares 360 Finance, Inc. is offering 3,100,000 American depositary shares, or the ADSs. This is our initial public offering and no public market currently exists for the ADSs or our class A ordinary shares. Each ADS represents two of our class A ordinary shares, par value US$0.00001 per share. It is currently estimated that the initial public offering price per ADS will be between US$16.50 and US$18.50. The ADSs have been approved for listing on the Nasdaq Stock Market under the symbol "QFIN." We are an "emerging growth company" under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Immediately prior to the completion of this offering, our issued and outstanding share capital will consist of class A ordinary shares and class B ordinary shares, and Mr. Hongyi Zhou, the chairman of our board of directors, will beneficially own all of our issued and outstanding class B ordinary shares. These class B ordinary shares will constitute approximately 13.8% of our total issued and outstanding share capital immediately after the completion of this offering and 76.3% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option. Holders of class A ordinary shares and class B ordinary shares have the same rights except for voting and conversion rights. Each class A ordinary share is entitled to one vote, and each class B ordinary share is entitled to twenty votes and is convertible into one class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into class B ordinary shares under any circumstances. Mr. Hongyi Zhou, the chairman of our board of directors, and his affiliates have indicated interests in purchasing an aggregate of up to US$20 million worth of the ADSs being offered in this offering at the initial public offering price and on the same terms as the other ADSs being offered. Assuming the underwriters do not exercise their over-allotment option and an initial public offering price of US$17.50 per ADS, which is the mid-point of the estimated offering price range, the number of ADSs corresponding to the aggregate interest from Mr. Zhou and his affiliates would be up to 1,142,857 ADSs, representing approximately 36.9% of the ADSs being offered in this offering. In addition, there are two third-party investors who indicated interests in subscribing more than 5% of the offering, and these investors may, in the aggregate, subscribe for up to US$20 million worth of the ADSs, representing approximately 36.9% of the ADSs being offered in this offering, assuming an initial public offering price of US$17.50 per ADS, which is the mid-point of the estimated offering price range, and the underwriters do not exercise their over-allotment option. However, because these indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer or no ADSs to Mr. Zhou and his affiliates and such two investors, and Mr. Zhou and his affiliates and such two investors could determine to purchase more, fewer or no ADSs in this offering. For additional information, see "Underwriting." Investing in the ADSs involves risks. See "Risk Factors" beginning on page 23. PRICE US$ PER ADS Underwriting Discounts and (1) Price to Public Commissions Proceeds to us Per ADS US$ US$ US$ Total US$ US$ US$ (1) See "Underwriting" for additional disclosure regarding underwriting compensation payable by us. We have granted the underwriters the right to purchase up to an additional 465,000 ADSs to cover over-allotments at the initial public offering price, less underwriting discounts and commissions. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete.
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