Amendment: SEC Form SCHEDULE 13D/A filed by Qfin Holdings Inc.
$QFIN
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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Qfin Holdings, Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.00001 per share (Title of Class of Securities) |
88557W101 (CUSIP Number) |
Haiping Li, Esq. c/o 42/F, Edinburgh Tower, The Landmark 15 Queen's Road Central, K3, 100025 852 3740-4700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 88557W101 |
| 1 |
Name of reporting person
Aerovane Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
46,520,952.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Representing 39,820,586 Class A Ordinary Shares and 6,700,366 Class A Ordinary Shares in the form of ADSs directly held by Aerovane Company Limited.
(2) Based on 260,370,224 Class A Ordinary Shares outstanding as of September 30, 2025 as provided by the Issuer.
SCHEDULE 13D
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| CUSIP No. | 88557W101 |
| 1 |
Name of reporting person
Henry Zhiheng Zhou | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
46,520,952.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Representing 39,820,586 Class A Ordinary Shares and 6,700,366 Class A Ordinary Shares in the form of ADSs directly held by Aerovane Company Limited, a company incorporated in the British Virgin Islands, which is wholly owned by Mr. Henry Zhiheng Zhou and Ms. Risa Ruoshan Zhou.
(2) Based on 260,370,224 Class A Ordinary Shares outstanding as of September 30, 2025 as provided by the Issuer.
SCHEDULE 13D
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| CUSIP No. | 88557W101 |
| 1 |
Name of reporting person
Risa Ruoshan Zhou | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
46,520,952.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Representing 39,820,586 Class A Ordinary Shares and 6,700,366 Class A Ordinary Shares in the form of ADSs directly held by Aerovane Company Limited, a company incorporated in the British Virgin Islands, which is wholly owned by Mr. Henry Zhiheng Zhou and Ms. Risa Ruoshan Zhou.
(2) Based on 260,370,224 Class A Ordinary Shares outstanding as of September 30, 2025 as provided by the Issuer.
SCHEDULE 13D
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| CUSIP No. | 88557W101 |
| 1 |
Name of reporting person
Hongyi Zhou | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.00001 per share |
| (b) | Name of Issuer:
Qfin Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
c/o 7/F Lujiazui Finance Plaza, No.1217 Dongfang Road, Pudong New Area, Shanghai,
CHINA
, 200122. |
| Item 2. | Identity and Background |
| (a) | The second paragraph of Item 2 of the Original 13D Filings is hereby amended and restated as follows:
Aerovane Company Limited is principally an investment holding vehicle and a company organized and existing under the laws of British Virgin Islands. Aerovane Company Limited is wholly owned by Mr. Henry Zhiheng Zhou and Ms. Risa Ruoshan Zhou. The registered address of Aerovane Company Limited is Start Chambers, Wickham's Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Original 13D Filing is hereby amended and supplemented by the addition of the following:
From December 2023 to December 2025, Aerovane Company Limited purchased 3,567,778 Class A Ordinary Shares in the form of ADSs in the open market for a total purchase price of approximately $46.1 million, exclusive of any fees, commissions or other expenses. The purchases made in December 2025 aggregated with the prior purchases exceeded 1% of the Class A Ordinary Shares of the Company and triggered filing obligations under Rule 13d-2. The source of funding for such purchases is working capital of Aerovane Company Limited. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Original 13D Filing is hereby amended and supplemented by the addition of the following:
From December 2023 to December 2025, Aerovane Company Limited purchased 3,567,778 Class A Ordinary Shares in the form of ADSs in the open market for a total purchase price of approximately $46.1 million, exclusive of any fees, commissions or other expenses. The purchases made in December 2025 aggregated with the prior purchases exceeded 1% of the outstanding Class A Ordinary Shares of the Company and triggered filing obligations under Rule 13d-2. All these open market purchases demonstrate Aerovane Company Limited's confidence in the value of the Issuer.
In December, 2025, Mr. Hongyi Zhou and his children Mr. Henry Zhiheng Zhou and Ms. Risa Ruoshan Zhou entered into a termination letter, pursuant to which the agreement among them that entitled Mr. Hongyi Zhou to shared voting and dispositive power together with his children relating to the Class A Ordinary Shares (including in the form of ADSs) held by Aerovane Company Limited has been terminated. As such, Mr. Zhou ceased to be deemed to beneficially own any Class A Ordinary Shares (including in the form of ADSs) held directly by Aerovane Company Limited. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The first paragraph of Item 5(a) of the Original 13D Filings is hereby amended and restated as follows:
The responses of the Reporting Person to Rows (7) through (13) of the cover page of this Amendment No.5 are hereby incorporated by reference in this Item 5. The information set forth in Item 2 of the Schedule 13D is hereby incorporated by reference. |
| (b) | The first paragraph of Item 5(b) of the Original 13D Filings is hereby amended and restated as follows:
The responses of the Reporting Person to Rows (7) through (13) of the cover page of this Amendment No.5 are hereby incorporated by reference in this Item 5. The information set forth in Item 2 of the Schedule 13D is hereby incorporated by reference. |
| 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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