{"url_path":"/sec/qfnhf/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1741530/0001104659-26-049501-index.html","accession_number":"0001104659-26-049501","cik":"0001741530","ticker":"QFIN","issuer_name":"Qfin Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1741530/0001104659-26-049501-index.html","primary_entity_key":"0001741530","primary_entity_name":"Qfin Holdings, Inc."},"word_count":2703,"has_tables":true,"body_markdown":"ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES\n\nA.          Debt Securities\n\nNot applicable.\n\nB.          Warrants and Rights\n\nNot applicable.\n\nC.          Other Securities\n\nNot applicable.\n\nD.          American Depositary Shares\n\nCharges Our ADS Holders May Have to Pay\n\nFees and Expenses\n\n**Persons depositing, withdrawing or surrendering shares or ADS**\n**holders must pay:**\n\n**  ​ ​ ​**\n\n**For:**\n\nUS$5.00 (or less) per 100 ADSs (or portion thereof)\n\n​\n\nIssuance of ADSs, including issuances resulting from a distribution of shares or rights or other property\n\nCancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates\n\n​\n\n​\n\n​\n\nUS$.05 (or less) per ADS (or portion thereof)\n\n​\n\nAny cash distribution to ADS holders\n\n​\n\n​\n\n​\n\nA fee equivalent to the fee that would be payable if securities distributed to ADS holders had been shares and the shares had been deposited for issuance of ADSs\n\n​\n\nDistribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders\n\n​\n\n​\n\n​\n\nUS$.05 (or less) per ADS (or portion thereof) per calendar year\n\n​\n\nDepositary services\n\n​\n\n​\n\n​\n\nRegistration or transfer fees\n\n​\n\nTransfer and registration of shares on our share register to or from the name of the depositary or its agent when ADS holders deposit or withdraw shares\n\n​\n\n​\n\n​\n\nExpenses of the depositary\n\n​\n\nCable and facsimile transmission fees and expenses (when expressly provided in the deposit agreement)\n\n​\n\nConverting foreign currency to U.S. dollars\n\n​\n\n​\n\n​\n\nTaxes and other governmental charges the depositary or the custodian have to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes\n\n​\n\nAs necessary\n\n​\n\n​\n\n​\n\nAny other charges incurred by the depositary, the custodian or their agents for servicing the deposited securities\n\n​\n\nAs necessary\n\n​\n\n178\n\n[Table of Contents](#TOC)\n\nThe depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide services until its fees for those services are paid.\n\nFrom time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.\n\nThe depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.\n\nPayment of Taxes\n\nADS holders will be responsible for any taxes or other governmental charges payable on the ADSs or on the deposited securities represented by any of the ADSs. The depositary may refuse to register any transfer of the ADSs or allow ADS holders to withdraw the deposited securities represented by the ADSs until those taxes or other charges are paid. It may apply payments owed to ADS holders or sell deposited securities represented by the American depositary shares to pay any taxes owed and ADS holders will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.\n\nFees and Other Payments Made by the Depositary to Us\n\nOur depositary anticipates to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program upon such terms and conditions as we and the depositary may agree from time to time. The depositary may make available to us a set amount or a portion of the issuance fees, depositary servicing fees and cash dividend fees charged in respect of the ADR program or otherwise upon such terms and conditions as we and the depositary may agree from time to time. In 2025, we received approximately US$119.3 million reimbursement from the depositary.\n\n**Dealings and Settlement of Class A Ordinary Shares in Hong Kong**\n\nOur class A ordinary shares will trade on the Hong Kong Stock Exchange in board lots of 50 ordinary shares. Dealings in our class A ordinary shares on the Hong Kong Stock Exchange will be conducted in Hong Kong dollars.\n\nThe transaction costs of dealings in our class A ordinary shares currently applicable on the Hong Kong Stock Exchange include:\n\n●Hong Kong Stock Exchange trading fee of 0.00565% of the consideration of the transaction, charged to each of the buyer and seller;\n\n●SFC transaction levy of 0.0027% of the consideration of the transaction, charged to each of the buyer and seller;\n\n●AFRC transaction levy of 0.00015% of the consideration of the transaction, charged to each of the buyer and seller;\n\n●transfer deed stamp duty of HK$5.00 per transfer deed (if applicable), payable by the seller;\n\n179\n\n[Table of Contents](#TOC)\n\n●stock transaction stamp duty at a total rate of 0.2% of the value of the transaction, with 0.1% payable by each of the buyer and the seller;\n\n●brokerage commission, which is freely negotiable with the broker; and\n\n●the Hong Kong share registrar will charge between HK$2.50 to 0.05% of the market value of the shares, depending on the speed of service (or such higher fee as may from time to time be permitted under the Hong Kong Listing Rules), for each transfer of ordinary shares from one registered owner to another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong.\n\nInvestors must settle their trades executed on the Hong Kong Stock Exchange through their brokers directly or through custodians. For an investor who has deposited his or her class A ordinary shares in his or her stock account or in his or her designated CCASS participant’s stock account maintained with CCASS, settlement will be effected in CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. For an investor who holds the physical certificates, settlement certificates and the duly executed transfer forms must be delivered to his or her broker or custodian before the settlement date.\n\n**Conversion Between Class A Ordinary Shares Trading in Hong Kong and ADSs**\n\nIn connection with the initial public offering of our class A ordinary shares in Hong Kong, or the Hong Kong Public Offering, we have established a branch register of members in Hong Kong, or the Hong Kong share register, which are maintained by our Hong Kong share registrar, Computershare Hong Kong Investor Services Limited. Our principal register of members, or the Cayman share register, continues to be maintained by our Principal Share Registrar, Maples Fund Services (Cayman) Limited in the Cayman Islands.\n\nAll class A ordinary shares offered in the Hong Kong public offering and the international offering have been registered on the Hong Kong share register in order to be traded on the Hong Kong Stock Exchange. As described in further detail below, holders of class A ordinary shares registered on the Hong Kong share register will be able to convert these shares into ADSs, and vice versa.\n\nConverting Class A Ordinary Shares Trading in Hong Kong into ADSs\n\nAn investor who holds class A ordinary shares registered in Hong Kong and who intends to deposit them for delivery of ADSs to trade on Nasdaq must deposit or have his or her broker deposit the class A ordinary shares with the depositary’s Hong Kong custodian, The Hongkong and Shanghai Banking Corporation Limited, or the custodian, in exchange for ADSs.\n\nA deposit of class A ordinary shares trading in Hong Kong in exchange for ADSs involves the following procedures:\n\n●If class A ordinary shares have been deposited with CCASS, the investor must transfer ordinary shares to the depositary’s account with the custodian within CCASS by following the CCASS procedures for transfer and submit and deliver a duly completed and signed letter of transmittal to the custodian via his or her broker.\n\n●If class A ordinary shares are held outside CCASS, the investor must arrange to deposit his or her class A ordinary shares into CCASS for delivery to the depositary’s account with the custodian within CCASS, submit and deliver a duly completed and signed letter of transmittal to the custodian.\n\n●Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if applicable, and subject in all cases to the terms of the deposit agreement, the depositary will register the corresponding number of ADSs in the name(s) requested by an investor and will deliver the ADSs as instructed by the depositing investor or his or her broker.\n\n180\n\n[Table of Contents](#TOC)\n\nFor class A ordinary shares deposited in CCASS, under normal circumstances, the above steps generally require two business days. For class A ordinary shares held outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. Temporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS issuances. The investor will be unable to trade the ADSs until the procedures are completed.\n\nTemporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS cancelations. In addition, completion of the above steps and procedures is subject to there being a sufficient number of class A ordinary shares on the Hong Kong share registrar to facilitate a withdrawal from the ADS program directly into the CCASS system. We are not under any obligation to maintain or increase the number of class A ordinary shares on the Hong Kong share register to facilitate such withdrawals.\n\nConverting ADSs into Class A Ordinary Shares Trading in Hong Kong\n\nAn investor who holds ADSs and who intends to surrender his/her ADSs for delivery of class A ordinary shares to trade on the Hong Kong Stock Exchange must cancel the ADSs the investor holds and withdraw class A ordinary shares from the ADS program and cause his or her broker or other financial institution to trade such class A ordinary shares on the Hong Kong Stock Exchange.\n\nAn investor that holds ADSs indirectly through a broker should follow the broker’s procedure and instruct the broker to arrange for cancelation of the ADSs, and transfer of the underlying class A ordinary shares from the depositary’s account with the custodian within the CCASS system to the investor’s Hong Kong stock account.\n\nFor investors holding ADSs directly, the following steps must be taken:\n\n●To withdraw class A ordinary shares from the ADS program, an investor who holds ADSs may turn in such ADSs at the office of the depositary (and the applicable ADR(s) if the ADSs are held in certificated form), and send an instruction to cancel such ADSs to the depositary.\n\n●Upon payment or net of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if applicable, and subject in all cases to the terms of the deposit agreement, the depositary will instruct the custodian to deliver class A ordinary shares underlying the canceled ADSs to the CCASS account designated by an investor.\n\n●If an investor prefers to receive class A ordinary shares outside CCASS, he or she must receive ordinary shares in CCASS first and then arrange for withdrawal from CCASS. Investors can then obtain a transfer form signed by HKSCC Nominees Limited (as the transferor) and register class A ordinary shares in their own names with the Hong Kong share registrar.\n\nFor class A ordinary shares to be received in CCASS, under normal circumstances, the above steps generally require two business days. For class A ordinary shares to be received outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. The investor will be unable to trade the class A ordinary shares on the Hong Kong Stock Exchange until the procedures are completed.\n\nTemporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS cancelations. In addition, completion of the above steps and procedures is subject to there being a sufficient number of class A ordinary shares on the Hong Kong share registrar to facilitate a withdrawal from the ADS program directly into the CCASS system. We are not under any obligation to maintain or increase the number of class A ordinary shares on the Hong Kong share register to facilitate such withdrawals.\n\n181\n\n[Table of Contents](#TOC)\n\nDepositary Requirements\n\nBefore the depositary delivers ADSs or permits withdrawal of class A ordinary shares, the depositary may require:\n\n●production of satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and\n\n●compliance with procedures it may establish, from time to time, consistent with the deposit agreement, including, but not limited to, presentation of transfer documents.\n\nThe depositary may refuse to deliver, transfer, or register issuances, transfers and cancelations of ADSs generally when the transfer books of the depositary or our Hong Kong or Cayman share registrar are closed or at any time if the depositary or we determine it advisable to do so, subject to such refusal complying with U.S. federal securities laws.\n\nAll costs attributable to the transfer of ordinary shares to effect a withdrawal from or deposit of class A ordinary shares into the ADS program will be borne by the investor requesting the transfer. In particular, holders of ordinary shares and ADSs should note that the Hong Kong share registrar will charge between HK$2.50 to 0.05% of the market value of the shares, depending on the speed of service (or such higher fee as may from time to time be permitted under the Hong Kong Listing Rules), for each transfer of class A ordinary shares from one registered owner to another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong. In addition, holders of ordinary shares and ADSs must pay up to US$5.00 (or less) per 100 ADSs for each issuance of ADSs and each cancelation of ADSs, as the case may be, in connection with the deposit of class A ordinary shares into, or withdrawal of ordinary shares from, the ADS program.\n\n​\n\n​\n\n182\n\n[Table of Contents](#TOC)\n\nPART II."}