Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Qifu Technology, Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.00001 per share (Title of Class of Securities) |
88557W101 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 88557W101 |
| 1 | Names of Reporting Persons
Ruby Finance Holdings Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,012,834.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1)The Schedule 13G is filed by the Reporting Person pursuant to Rule 13d-1(d) because the Reporting Person became a beneficial owner of more than 5% of the Class A Ordinary Shares of the Issuer solely as the result of a decrease in the aggregate number of outstanding Class A Ordinary Shares of the Issuer.(2)Shares reported in Rows (6), (8) and (9) represent 15,012,834 Class A Ordinary Shares in the form of 7,506,417 American depositary shares ("ADSs") held by the Ruby Finance Holdings Ltd.(3)The percentage reported in Row (11) is calculated based 280,629,528 Class A Ordinary Shares as of February 28, 2025, as reported by the Issuer on its annual report on Form 20-F filed with the SEC on March 25, 2025.
SCHEDULE 13G
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| CUSIP No. | 88557W101 |
| 1 | Names of Reporting Persons
FountainVest China Capital Partners GP3 Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,012,834.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1)The Schedule 13G is filed by the Reporting Person pursuant to Rule 13d-1(d) because the Reporting Person became a beneficial owner of more than 5% of the Class A Ordinary Shares of the Issuer solely as the result of a decrease in the aggregate number of outstanding Class A Ordinary Shares of the Issuer.(2)Shares reported in Rows (6), (8) and (9) represent 15,012,834 Class A Ordinary Shares in the form of 7,506,417 ADSs held by the Ruby Finance Holdings Ltd, which is controlled by FountainVest China Capital Partners GP3 Ltd.(3)The percentage reported in Row (11) is calculated based 280,629,528 Class A Ordinary Shares as of February 28, 2025, as reported by the Issuer on its annual report on Form 20-F filed with the SEC on March 25, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Qifu Technology, Inc. | |
| (b) | Address of issuer's principal executive offices:
7/F Lujiazui Finance Plaza, No. 1217 Dongfang Road, Pudong New Area, Shanghai, China, 200122 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by the following persons (the "Reporting Persons" and each a "Reporting Person") pursuant to an agreement of joint filing, which is attached hereto as Exhibit 1:(i)Ruby Finance Holdings Ltd.; and(ii)FountainVest China Capital Partners GP3 Ltd. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal office of Ruby Finance Holdings Ltd. is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town Grand Cayman KY1-9008, Cayman Islands.The address of the principal office of FountainVest China Capital Partners GP3 Ltd. is c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681 Grand Cayman KY1-1111, Cayman Islands. | |
| (c) | Citizenship:
Each of Ruby Finance Holdings Ltd. and FountainVest China Capital Partners GP3 Ltd. is a company organized and existing under the laws of the Cayman Islands. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.00001 per share | |
| (e) | CUSIP No.:
88557W101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
15,012,834 | |
| (b) | Percent of class:
5.3 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
15,012,834 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
15,012,834 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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