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360 Finance, Inc Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-228020 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. 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 previously have indicated interests in purchasing ADSs in this offering and will subscribe for an aggregate of 816,000 ADSs. Investing in the ADSs involves risks. See "Risk Factors" beginning on page 22. PRICE US$16.50 PER ADS Underwriting Discounts and (1) Price to Public Commissions Proceeds to us Per ADS US$16.50 US$1.155 US$15.345 Total US$51,150,000 US$3,580,500 US$47,569,500 (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. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs to purchasers on December 18, 2018. Citigroup Haitong International AMTD Lighthouse Capital China Securities International TF International HeungKong Financial North Beta Capital December 14, 2018. Table of Contents Table of Contents Table of Contents TABLE OF CONTENTS Prospectus Summary 1 Risk Factors 22 Special Note Regarding Forward-Looking Statements and Industry Data 73 Use of Proceeds 75 Dividend Policy 76 Capitalization 77 Dilution 78 Exchange Rate Information 80 Enforceability of Civil Liabilities 81 Corporate History and Structure 83 Selected Combined and Consolidated Financial and Operating Data 88 Management's Discussion and Analysis of Financial Condition and Results of Operations 92 Industry 121 Business 126 Regulations 147 Management 162 Principal Shareholders 170 Related Party Transactions 172 Description of Share Capital 174 Description of American Depositary Shares 185 Shares Eligible for Future Sale 194 Taxation 196 Underwriting 203 Expenses Related to this Offering 213 Legal Matters 214 Experts 215 Where You Can Find Additional Information 216 Index to Financial Statements F-1 You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus. We are offering to sell, and seeking offers to buy the ADSs, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs. We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus outside the United States. Until January 8, 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. i Table of Contents PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under "Risk Factors," before deciding whether to invest in our ADSs. This prospectus contains information from an industry report commissioned by us and prepared by Oliver Wyman, an independent research firm, to provide information regarding our industry and our market position in China. Overview We are a leading digital consumer finance platform and the finance partner of the 360 Group, the successor of Qihoo 360 Technology Co. Ltd.'s business after its privatization in 2016 and one of the largest internet companies in China, connecting over one billion accumulated mobile devices. We provide tailored online consumer finance products to prime, underserved borrowers funded primarily by our funding partners. Our proprietary technology platform enables a unique user experience supported by resolute risk management. When coupled with our 360 Group partnership, our technology translates to a meaningful borrower acquisition, borrower retention and funding advantage, supporting the rapid growth and scaling of our business. From our inception to September 30, 2018, we had facilitated over RMB94.4 billion (US$13.7 billion) in loans to 6.4 million of our borrowers. Our core product is an affordable, unsecured, digital line of credit which our borrowers typically utilize for consumption spending and often as a supplement to credit card debt. To apply, potential borrowers complete a simple online application and, for approximately 95% of recent credit applications, a fully automated credit decision is rendered. Approved borrowers are provided access to funds typically within five minutes and may select the loan structure best suited to their consumption needs. Our value proposition is an intuitive platform connecting our borrowers and funding partners. • Borrowers. Our borrowers tend to be young with demonstrated credit histories, as 74.1% of them hold credit cards as of September 30, 2018. These borrowers are drawn to our platform for instant, transparent access to credit delivered through a simple digital interface. Often we can offer borrowers larger credit balance at lower prices with more variable tenors as compared to other online consumer finance platforms. • Funding partners. We enable our funding partners. Majority of our funding comes from our financial institution partners who partner with us for access to our high quality borrower base as well as platform tools including borrower evaluation and matching, workflow automation and enhanced risk management. We delivered value in the form of M3+ delinquency rate of 0.6% as of September 30, 2018 and annual returns typically over 6.5% for our funding partners, materially higher than traditional investment and lending opportunities, according to Oliver Wyman. Our value proposition is further magnified by the repeat lending and cross-sell opportunities we provide to our funding partners. As of September 30, 2018, we had partnership with 18 financial institutions, majority of whom are leading national and regional banks. We have developed a proprietary technology platform supporting the full transaction lifecycle from credit application through settlement. The brevity, simplicity and speed of our credit decision process reflects the strength of our data analysis, particularly around identifying fraud, which represents approximately 50% of bad debts industry-wide according to Oliver Wyman. For instance, we employ a robust and highly automated identity authentication process based on facial recognition to filter fraudulent credit applications. Further, our advanced analytical capabilities help translate data into actionable insights, where we have found statistical significance leveraging behavioral and social data sets to assess a potential borrower's ability and willingness to repay a loan. As of September 30, 2018, we employed 332 research, development and risk management staff, representing 48.0% of our total 1 Table of Contents employee base, who also collaborate closely with 360 Group, to maintain and enhance our technology leadership. Since inception we have grown quickly and consistently. As of September 30, 2018, we had 6.4 million cumulative borrowers with RMB94.4 billion (US$13.7 billion) cumulative loan origination and RMB34.3 billion (US$5.0 billion) outstanding balance, representing compound quarterly growth rate of 97.0%, 115.6% and 94.9%, respectively, since the last quarter of 2016.
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