360 FINANCE, INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement December 13, 2018Deposit Agreement • June 3rd, 2019 • 360 Finance, Inc. • Finance services • New York
DEPOSIT AGREEMENT dated as of December 13, 2018 among 360 FINANCE, INC., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 26th, 2018 • 360 Finance, Inc. • Finance services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, 2018 by and between 360 Finance, Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ____________________ ([Passport/ID] Number _________________) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2018 • 360 Finance, Inc. • Finance services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _________, 20___ by and between 360 Finance, Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ____________, an individual with _______ [Passport/ID number] __________________ (the “Executive”).
SERIES B PREFERRED SHARES PURCHASE AGREEMENTSeries B Preferred Shares Purchase Agreement • October 26th, 2018 • 360 Finance, Inc. • Finance services • Hong Kong
Each of the Company, Shanghai Qiyu, Fuzhou Microcredit and the Purchasers is referred to herein individually as a “Party” and collectively as the “Parties”.
Exclusive Option AgreementExclusive Option Agreement • June 21st, 2019 • 360 Finance, Inc. • Finance services
This Exclusive Option Agreement (the “Agreement”) is signed by and among the following parties in Beijing, People’s Republic of China (“China”) on [Execution Date].
Exclusive Consultation and Service AgreementExclusive Consultation and Service Agreement • June 21st, 2019 • 360 Finance, Inc. • Finance services
This Exclusive Consultation and Service Agreement (the “Agreement”) is signed by and between the following two parties in Beijing, People’s Republic of China (“China”) on [Execution Date].
DATED NOVEMBER 17, 2022 360 DIGITECH, INC. CITIGROUP GLOBAL MARKETS ASIA LIMITED CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED AND THE HONG KONG UNDERWRITERS (whose names appear in Schedule 1) HONG KONG UNDERWRITING AGREEMENT...Hong Kong Underwriting Agreement • November 22nd, 2022 • 360 DigiTech, Inc. • Finance services • Hong Kong
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • June 21st, 2019 • 360 Finance, Inc. • Finance services
This Equity Interest Pledge Agreement (the “Agreement”) is signed by and among the following parties in Beijing, People’s Republic of China (“China”) on [Execution Date].
Class A Ordinary Shares (par value US$0.00001 per share) International Underwriting AgreementInternational Underwriting Agreement • November 22nd, 2022 • 360 DigiTech, Inc. • Finance services
CGML and CICC, collectively, as joint representatives (the “Joint Representatives”) of the several International Underwriters named in Schedule I-B hereto.
360 DIGITECH, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent RIGHTS AGREEMENT Dated as of June 9, 2022Rights Agreement • June 13th, 2022 • 360 DigiTech, Inc. • Finance services • New York
Dated as of June 9, 2022 (the “Agreement”), between 360 DigiTech, Inc., a company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (in its capacity as the rights agent, the “Rights Agent”).
Framework Collaboration Agreement Between Beijing Qihu Technology Co., Ltd. And Shanghai Qiyu Information Technology Co., Ltd.Framework Collaboration Agreement • October 26th, 2018 • 360 Finance, Inc. • Finance services
This Framework Collaboration Agreement (hereinafter referred to as “this Agreement”) is made on July 24, 2018 in the People’s Republic of China (“China”, for the purposes of this Agreement, excluding Hong Kong SAR, Macao SAR and Taiwan Region) and entered into by and between:
Loan AgreementLoan Agreement • April 26th, 2019 • 360 Finance, Inc. • Finance services
Party A: Shanghai Qiyue Information Technology Co., Ltd., a wholly foreign-owned enterprise legally established and existing under the laws of China, with a unified social credit code of 91310000MA1K1E3BX9 and registered address of Room A2-8914, Fumin Road No. 58, Hengsha Village, Chongming District, Shanghai (“WFOE”);
ContractTrademark Licensing Agreement • April 26th, 2024 • Qifu Technology, Inc. • Finance services
Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. Such excluded information has been marked with “[***]”.
Loan AgreementLoan Agreement • June 21st, 2019 • 360 Finance, Inc. • Finance services
Party A: Shanghai Qiyue Information Technology Co., Ltd., a wholly foreign-owned enterprise legally established and existing under the laws of China, with a unified social credit code of 91310000MA1K1E3BX9 and registered address of Room A2-8914, Fumin Road No. 58, Hengsha Village, Chongming District, Shanghai (“WFOE”);
360 Finance, Inc. SHAREHOLDERS AGREEMENTShareholder Agreement • October 26th, 2018 • 360 Finance, Inc. • Finance services • Hong Kong
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), is made as of the September 10, 2018, by and among 360 Finance, Inc., an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and each of the Shareholders and Management Team listed on Schedule A hereto, each of which is referred to in this Agreement as a “Shareholder” (collectively with the Company, “Parties”).
Power of AttorneyPower of Attorney • June 21st, 2019 • 360 Finance, Inc. • Finance services
Exclusive Option AgreementExclusive Option Agreement • April 27th, 2023 • Qifu Technology, Inc. • Finance services
This Exclusive Option Agreement (this “Agreement”) is entered into by and among the following parties in Beijing, China on [Execution Date]:
Fuzhou 360 Online Microcredit Co., Ltd. Equity Transfer AgreementEquity Transfer Agreement • April 28th, 2022 • 360 DigiTech, Inc. • Finance services
Address: Section 018, Room 201, 2/F, Supervision Building, Processing Trade Zone, Fuzhou Free Trade Zone, Fujian Province (No. 9 Xinjiang Road, Xincuo Town, Fuqing City)
Loan AgreementLoan Agreement • April 27th, 2023 • Qifu Technology, Inc. • Finance services
This Loan Agreement (this “Agreement”) is entered into by and among the following parties on [Execution Date] in Beijing, China:
Voting Proxy AgreementVoting Proxy Agreement • April 27th, 2023 • Qifu Technology, Inc. • Finance services
This Voting Proxy Agreement (this “Agreement”) is entered into by and among the following parties in Beijing, China on [Execution Date]:
Joint Venture Agreement AmongJoint Venture Agreement • April 21st, 2021 • 360 DigiTech, Inc. • Finance services
Contract Termination AgreementContract Termination Agreement • April 28th, 2022 • 360 DigiTech, Inc. • Finance services
Address: Section 018, Room 201,2/F, Auxiliary Building of the Supervision Building, Processing Trade Zone, Free Trade Port Area, Fuzhou City, Fujian Province (No. 9, Xinjiang Road, Xincuo Town, Fuqing City)
UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2018 • 360 Finance, Inc. • Finance services • New York
The Company also proposes to issue and sell to the Underwriters up to an additional 465,000 American Depositary Shares (the “Additional Securities”) representing 930,000 Ordinary Shares, if and to the extent that the Representative exercise, on behalf of the Underwriters, the right to purchase such Additional Securities granted to the Underwriters in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. Unless the context otherwise requires, each reference to the Securities, Firm Securities and Additional Securities herein also include the underlying Ordinary Shares (hereinafter referred to as the “Shares”).
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 27th, 2023 • Qifu Technology, Inc. • Finance services
This Equity Interest Pledge Agreement (this “Agreement”) is entered into on [Execution Date] by and among the following parties in Beijing, China:
Agreement on the Termination of the VIE AgreementsTermination Agreement • April 27th, 2023 • Qifu Technology, Inc. • Finance services
This Agreement on the Termination of the VIE Agreements (this “Agreement”) is entered into by and among the following parties in Beijing, China on [Execution Date]:
UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2019 • 360 Finance, Inc. • Finance services • New York
The Company also proposes to issue and sell to the Underwriters up to an additional [56,250] American Depositary Shares representing [112,500] Ordinary Shares, and the Selling Shareholders agree severally and not jointly to sell to the Underwriters an aggregate of up to an additional [1,068,750] American Depositary Shares representing [2,137,500] Ordinary Shares (together, the “Additional Securities”), if and to the extent that the Representatives exercise, on behalf of the Underwriters, the right to purchase such Additional Securities granted to the Underwriters in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. Unless the context otherwise requires, each reference to the Securities, Firm Securities and Additional Securities herein also include the underlying Ordinary Shares (hereinafter referred to as the “Shares”).
Supplementary Agreement on the Succession of Rights and Obligations under the Joint Venture Agreement among Shanghai Qiyu Information Technology Co., Ltd, Shanghai Changfeng Investment (Group) Co., Ltd. and Shanghai Jiehu Internet Technology Co., Ltd....Supplementary Agreement • April 28th, 2022 • 360 DigiTech, Inc. • Finance services
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 27th, 2023 • Qifu Technology, Inc. • Finance services
This Exclusive Business Cooperation Agreement (this “Agreement”) is entered into by and between the following parties in Beijing, China on [Execution Date]:
Equity Transfer Agreement of Shanghai 360 Changfeng Technology Co., Ltd.Equity Transfer Agreement • April 28th, 2022 • 360 DigiTech, Inc. • Finance services
Party A and Party B (hereinafter referred to as a “Party” individually and the “Parties” collectively), through friendly negotiation, have reached an agreement regarding the said equity transfer as follows:
