Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 88557W 101

13G

Page 2 of 8 Pages

1

Name of Reporting Person
Monocerus Company Limited

2

Check the Appropriate Box if a Member of a Group

(a)  o

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,143,402 1

6

Shared Voting Power
0

7

Sole Dispositive Power
1,143,402 1

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,143,402 1

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11

Percent of Class Represented by Amount in Row 9
0.4%

12

Type of Reporting Person
CO

CUSIP No. 88557W 101

13G

Page 3 of 8 Pages

1

Name of Reporting Person
Zhuhai Qixin Zhongwang Information Technology Co., Ltd.

2

Check the Appropriate Box if a Member of a Group

(a)  o

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
Peoples Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,143,402 2

6

Shared Voting Power
0

7

Sole Dispositive Power
1,143,402 2

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,143,402 2

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11

Percent of Class Represented by Amount in Row 9
0.4%. See item 4.

12

Type of Reporting Person
CO

Item 1(a).

Name of Issuer:
360 Finance, Inc.  (the Issuer)

Item 1(b).

Address of Issuers Principal Executive Offices:
China Diamond Exchange Center, Building B, No. 555 Pudian Road, No. 1701 Century Avenue, Pudong New Area, Shanghai 200122, People's Republic of China

Item 2(a).

Name of Person Filing:
(i) Monocerus Company Limited; and

(ii) Zhuhai Qixin Zhongwang Information Technology Co., Ltd. (collectively, the Reporting Persons)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
For Monocerus Company Limited

Start Chambers, Wickham's Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands

For Zhuhai Qixin Zhongwang Information Technology Co., Ltd.

Room 103-38, Building A, Dongao Cultural Center Building, Wanshan Town, Zhuhai

Item 2(c)

Citizenship:

Monocerus Company Limited - British Virgin Islands

Zhuhai Qixin Zhongwang Information Technology Co., Ltd. - Peoples Republic of China

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, $0.00001 par value per share, of the Issuer

The Issuers ordinary shares consist of class A ordinary shares and class B ordinary shares. Each holder of class A ordinary shares is entitled to one vote per share and each holder of class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into class B ordinary shares under any circumstances.

Item 2(e).

CUSIP Number:
88557W 101

This CUSIP number applies to the American depositary shares of the Issuer. Each American depositary share represent two class A ordinary shares of the Issuer. No CUSIP number has been assigned to the class A ordinary shares of the Issuer.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

Not applicable

Item 4.

Ownership:

Reporting Person

Amount
beneficially
owned:

Percent
of class:

Percent of
aggregate
voting
power:

Sole power to
vote or direct
the vote:

Shared power
to vote or to
direct the vote:

Sole power to
dispose or to
direct the
disposition of:

Shared power
to dispose or to
direct the
disposition of:

Monocerus Company Limited

1,143,402

0.4

%

0.1

%

1,143,402

0

1,143,402

0

Zhuhai Qixin Zhongwang Information Technology Co., Ltd.

1,143,402

0.4

%

0.1

%

1,143,402

0

1,143,402

0

As of December 31, 2019, (i) 2 class A ordinary shares and (ii) 1,143,400 class A ordinary shares in the form of ADS were directly held by Monocerus Company Limited, a company incorporated in the British Virgin Islands. Monocerus Company Limited is wholly owned by Zhuhai Qixin Zhongwang Information Technology Co., Ltd.

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 293,501,155 ordinary shares (being the sum of 253,680,569 class A ordinary shares and 39,820,586 class B ordinary shares, not including 9,206,184 class A ordinary shares issued to the depositary bank of the Issuer and reserved for future exercise or vesting of equity incentive awards) of the Issuer outstanding as of December 31, 2019. Each holder of class A ordinary shares is entitled to one vote per share and each holder of class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into class B ordinary shares under any circumstances.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:

Not applicable

Item 8.

Identification and Classification of Members of the Group:

Not applicable

Item 9.

Notice of Dissolution of Group:

Not applicable

Item 10.

Certifications:

Not applicable

Exhibit No.

Description

A*

Joint Filing Agreement by and between the Reporting Persons, dated February 13, 2019

Monocerus Company Limited

By:

/s/ Chen Dongdong

Name:

Chen Dongdong

Title:

Director

Zhuhai Qixin Zhongwang Information Technology Co., Ltd.

By:

/s/ Chen Dongdong

Name:

Chen Dongdong

Title:

Executive Director