Form 20-F 360 DigiTech, Inc. For: Dec 31
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E-mailExhibit 1.2
| MC-336120 Certificate ofIncorporation on Change of Name I DO HEREBY CERTIFY that 360 Finance, Inc. having by Special resolution dated 15th day of September Two Thousand Twenty changed its name, is now incorporated under name of 360 DigiTech, Inc. Given under my hand and Seal at George Town in the Island of Grand Cayman this 15th day of September Two Thousand Twenty An Authorised Officer, Registry of Companies, Cayman Islands. Authorisation Code : 581879438421 www.verify.gov.ky 15 September 2020 |
Exhibit 4.11
Joint Venture Agreement
Among
Shanghai Changfeng Investment (Group) Co., Ltd.
Shanghai Jiehu Internet Technology Co., Ltd.
And
Shanghai Qiyu Information Technology Co., Ltd.
October 2020
Party A: Shanghai Changfeng Investment (Group) Co., Ltd.
Address: Room 2208-1, No. 89 Yunling East Road, Putuo District,
Shanghai
Legal Representative: Wu Chao
Party B: Shanghai Jiehu Internet Technology Co., Ltd.
Address: Room 1029, 10/F, No. 89 Yunling East Road, Putuo District,
Shanghai
Legal Representative: Shi Xiaohong
Party C: Shanghai Qiyu Information Technology Co., Ltd.
Address: Room 1118, No. 4, Lane 800, Tongpu Road, Putuo District,
Shanghai
Legal Representative: Sun Mengjie
Article 1 Purpose for Establishment of the Company
For the purpose of integrating all the business of 360 in Shanghai, including finance, security, commerce, etc., gathering personnel and taxes in Putuo, and driving the development of relevant industry in the region, Party A, Party B and Party C agree to invest in and establish a joint venture company in Putuo District, Shanghai for the development and construction of 360 East China Regional Headquarters Industrial Park (the “Park”) only.
The Park is located in the A15B-01 Plot of Meichuan Community, with a land area of 19,813 m2, a plot ratio of 3.5, and an above-ground floor area of 69,345 m2, including no less than 5,000 m2 of supporting apartments. The concluded floor price is not more than RMB ******/m2 (excluding the underground buildings), and rational development of underground space is encouraged.
Article 2 Basic Information about the Company
Company Name: Shanghai 360 Changfeng Technology Co., Ltd. (tentative, subject to the scope approved by the Industrial and Commercial Bureau, the “Project Company”)
Term of Operation: XX XX, 2020 -
Registered Capital: RMB 100 million
Business Scope: including real estate development and operation, self-owned house leasing, commercial complex management services, park management services, property management, enterprise management, conference and exhibition services, landscaping engineering construction, etc.
Domicile: Putuo District, Shanghai
Business Registration: each party shall use reasonable efforts to complete the business registration within 20 working days after the satisfaction of the preconditions for establishment of the Project Company and the execution of this Agreement or other period as the parties otherwise agreed in writing. Party A shall be responsible for the registration of the Project Company, and Party B and Party C shall provide support. Party A shall support the Project Company in obtaining all licenses, approvals, permits and qualifications necessary for the establishment and operation of the Project Company.
Article 3 Capital Contribution of Shareholders
The Project Company shall be established by the joint capital subscription of RMB 100 million of the shareholders. The subscribed capital contribution of the shareholders is as follows:
Subscribed Capital Contribution of Shareholders
The specific time and amount of capital contribution shall be separately agreed upon by the parties. All shareholders shall perform the obligation of capital contribution on a pro rata basis.
Article 4 Decision-making and Organizational Structure of the Project Company
1. The Project Company’s shareholders shall exercise their voting rights in accordance with their ratios of contributions. The shareholder resolutions shall be adopted with the consent of shareholders representing more than half of the voting rights. The resolutions on amending the articles of association, increasing or decreasing the registered capital, and merger, division, dissolution of the company, change of the company’s form , as well as providing external guarantee, providing external loan and making external investment shall be adopted by all the shareholders. Without the consent of the shareholder meeting, the directors and officers shall not enter into any contract or conduct any transaction with the Company.
2. The Project Company shall set up a Board of Directors according to the Company Law. The Board of Directors shall be composed of 5 directors, of which 2 shall be appointed by Party A, 2 by Party B and 1 by Party C. The chairman and the legal representative shall be appointed by Party B. The Project Company shall plan for the development and construction of the project, including the planning scheme, budget cost control, construction plan, financing arrangement, fund use plan, transfer plan and pricing, and submit to the Board of Directors for review, and implement only upon approval by more than half of the directors.
3. The Project Company does not have a board of supervisors, but have 1 supervisor, who shall be appointed by Party B. The supervisor may attend meetings of the Board of Directors without the right to vote, and may propose to convene an interim board meeting and shareholders’ meeting.
4. The General Manager and the Cashier Accountant of the Project Company shall be appointed by Party A. The Chief Financial Officer shall be appointed by Party B, and shall report directly to and be responsible to the Board of Directors. In principle, other department heads shall be publicly selected and hired by the Project Company.
Article 5 Operation and Management of the Project Company
1. The organizational management structure, position responsibilities, daily management system, approval authority and approval process of the Project Company shall be jointly determined and confirmed by Party A, Party B and Party C before implementation. The development and construction of the project land (including but not limited to project planning, design, engineering, sales and other work as well as the operation and management of the Project Company) shall be jointly decided and carried out by Party A, Party B and Party C.
2. Costs and expenses incurred by the Project Company including but not limited to land price, preliminary expenses, construction and installation expenses, infrastructure, public facilities, unforeseen expenses, operating expenses (including sales expenses and administrative expenses), financial expenses, taxes, etc. shall be listed in the Project Company’s costs. The target cost control system of the Project Company shall be jointly formulated and confirmed by Party A, Party B and Party C before implementation.
3. The Project Company shall be responsible for the unified recruitment and management of its staff on the regular payroll. The staffing level and remuneration shall be jointly decided by Party A, Party B and Party C after deliberation and implemented after approval by the Board of Directors. Salaries of the Project Company’s staff on the regular payroll shall be paid by the Project Company and listed in the Project Company’s costs.
4. The Project Company may use the brand of 360 Group in the development process in specific ways and within the scope determined by Party B.
5. The Project Company may use the brand of 360 DigiTech in the development process in specific ways and within the scope determined by Party C.
Article 6 Fund Management
1. Funding solutions
The funds required for project land development and construction shall in principle be provided by the Project Company through external financing, i.e., financed by mortgage of project land or construction in progress, the expenses and interest shall be included in the Project Company’s costs. If the funds needed for project development cannot be provided through external financing, each shareholder shall invest into the Project Company according to the equity ratio in the way agreed separately by the three parties in the future.
2. Distribution of collected payment
If the funds required for project development are provided in the form of shareholder loans, the quarterly collected payment of the Project Company shall be used to repay shareholder loans to the three parties according to the equity ratio after deducting the development costs payable and reserving funds needed for development in the following 3 months. The loan interest shall be subject to reasonable and fair requirements. In principle, it shall not be lower than the benchmark lending interest rate for the corresponding period announced by the People’s Bank of China.
Article 7 Profit Distribution
The parties agree that the profits shall be distributed annually to shareholders according to the equity ratio. After the joint venture company has repaid all the shareholder loans and the balance of the audited after-tax net profit after making up the losses (if applicable) and withdrawing the provident fund (if applicable) in accordance with the Company Law reaches RMB 10 million, the joint venture company shall distribute 80% of the said balance to the shareholders. All revenues, costs and expenses shall be recognized on an accrual basis in accordance with the Accounting Standards for Business Enterprises. The joint venture company shall not, in violation of the Accounting Standards for Business Enterprises, delay the distribution of dividends by delaying the recognition of revenues or recognizing costs and expenses in advance.
Article 8 Miscellaneous
1. For matters not covered herein, the three parties shall negotiate separately or enter into a supplementary agreement. Any dispute arising from or in connection with this Agreement shall be settled by the three parties through negotiation. If no agreement can be reached through negotiation, any party may submit the dispute to Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The arbitration award shall be final and binding upon all parties.
2. The three parties shall not disclose the confidential information involved in the discussion and negotiation of this Agreement without the permission of the information party, except otherwise required by laws, regulations or regulatory authorities.
3. All parties hereto shall abide by the national laws and regulations, the provisions on incorruptibility and self-discipline and CPC Central Committee’s eight-point guideline, and undertake that they have no interest connection with the enterprise personnel. If economic losses are caused to the other party due to violation of such provisions, thus being dealt with by laws and regulations, party discipline and rules, the breaching party shall bear the corresponding liability for breach to the non-breaching parties.
4. This Agreement is made in six originals, with each party holding two originals. This Agreement shall come into force upon being sealed by the three parties and shall remain valid for five years. Upon expiration of this Agreement, it may be extended, adjusted or supplemented upon the agreement of the three parties through negotiation.
(No text below)
(This page, without text, is for signature of the Joint Venture Agreement)
Party A:
Signature of Legal Representative or
Authorized Representative: /s/ Wu Chao
Date:
Party B:
Signature of Legal Representative or
Authorized Representative: /s/ Shi Xiaohong
Date:
Party C:
Signature of Legal Representative or
Authorized Representative: /s/ Sun Mengjie
Date:
EXHIBIT 8.1
List of Significant Subsidiaries and Consolidated Variable Interest Entities of 360 DigiTech, Inc.
Subsidiary |
| Place of Incorporation |
| | |
HK Qirui International Technology Company Limited | | Hong Kong |
| | |
Shanghai Qiyue Information Technology Co., Ltd. | | People’s Republic of China |
| | |
Shanghai Qidi Information Technology Co., Ltd. | | People’s Republic of China |
| | |
Beihai Qicheng Information & Technology Co., Ltd. | | People’s Republic of China |
Variable Interest Entity |
| Place of Incorporation |
| |
|
Shanghai Qiyu Information Technology Co., Ltd. | | People’s Republic of China |
| |
|
Fuzhou 360 Online Microcredit Co., Ltd. | | People’s Republic of China |
| |
|
Fuzhou 360 Financing Guarantee Co., Ltd. | | People’s Republic of China |
| |
|
Shanghai 360 Financing Guarantee Co., Ltd | | People’s Republic of China |
EXHIBIT 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Haisheng Wu, certify that:
1. | I have reviewed this annual report on Form 20-F of 360 DigiTech, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15€ and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: April 21, 2021
| By: | /s/ Haisheng Wu | |
| | Name: | Haisheng Wu |
| | Title: | Chief Executive Officer |
EXHIBIT 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Alex Xu, certify that:
1. | I have reviewed this annual report on Form 20-F of 360 DigiTech, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: April 21, 2021
| By: | /s/ Alex Xu | |
| | Name: | Alex Xu |
| | Title: | Chief Financial Officer |
EXHIBIT 13.1
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of 360 DigiTech, Inc. (the “Company”) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Haisheng Wu, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 21, 2021
| By: | /s/ Haisheng Wu | |
| | Name: | Haisheng Wu |
| | Title: | Chief Executive Officer |
EXHIBIT 13.2
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of 360 DigiTech, Inc. (the “Company”) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alex Xu, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 21, 2021
| By: | /s/ Alex Xu | |
| | Name: | Alex Xu |
| | Title: | Chief Financial Officer |
Exhibit 15.1
通 商 律 師 事 務 所
Commerce & Finance Law Offices
6F NCI Tower, A12 Jianguomenwai Avenue,
Chaoyang District, Beijing, PRC; Postcode: 100022
Tel:(8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837
Website: www.tongshang.com
April 21, 2020
To:360 DigiTech, Inc. (the “Company”)
7/F Lujiazui Finance Plaza
No. 1217 Dongfang Road
Pudong New Area, Shanghai 200122
People’s Republic of China Dear Mesdames/Sirs,
We consent to the references to our firm under the headings “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—The laws and regulations governing the online consumer finance industry and online microcredit companies in China are developing and evolving rapidly. If any of our business practices are deemed to violate any PRC laws or regulations, our business, financial condition and results of operations would be materially and adversely affected,” “Item 3. Key Information—D. Risk Factors—Risks Related to our Corporate Structure—If the PRC government deems that the contractual arrangements in relation to our 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,” and “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with our VIEs and Their Shareholder” in 360 DigiTech, Inc.’s Annual Report on Form 20-F for the year ended December 31, 2020 (the “Annual Report”), which will be filed with the Securities and Exchange Commission (the “SEC”) in the month of April 2021. We also consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report. We further consent to the incorporation by reference of the summaries of our opinions under these captions into the Company’s registration statements on Form S-8, as amended (File 333-231892 and 333-235488), which was initially filed on June 3, 2019 and December 13, 2019, respectively.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours Sincerely,
/s/ Commerce & Finance Law Offices
Commerce & Finance Law Offices
Exhibit 15.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements No. 333-231892 and 333-235488 on Form S-8 of our reports dated April 21, 2021, relating to the combined and consolidated financial statements of 360 DigiTech, Inc. (the "Company") and the effectiveness of the Company's internal control over financial reporting appearing in this Annual Report on Form 20-F for the year ended December 31, 2020.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
April 21, 2021
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