UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE
13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number 001-38752
Qfin Holdings, Inc.
(Translation of registrant’s name into English)
Building 1, No. 98 Qingyijiang Road
Putuo District, Shanghai 200333
People’s Republic of China
(Address of principal executive
office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Exhibit Index
| Exhibit 99.1 — Press Release |
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| Exhibit 99.2 — Notice of Annual General Meeting |
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| Exhibit 99.3 — Form of Proxy for Annual General Meeting |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Qfin Holdings, Inc. |
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By: |
/s/ Alex Xu |
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Name: |
Alex Xu |
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Title: |
Director and Chief Financial Officer |
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| Date: May 12, 2026 |
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Exhibit 99.1
Qfin
Holdings to Hold Annual General Meeting on June 30, 2026
Shanghai, China, May 12, 2026, Qfin Holdings, Inc. (NASDAQ:
QFIN; HKEx: 3660) (“Qfin Holdings” or the “Company”), a leading AI-empowered Credit-Tech platform in China, today
announced that it will hold an annual general meeting of shareholders (the “AGM”) at 9:30 a.m. on June 30, 2026
(Beijing time) at the address of Building 1, No. 98 Qingyijiang Road, Putuo District, Shanghai 200331, People’s Republic of
China for the purpose of considering and, if thought fit, re-appointing Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu Certified
Public Accountants LLP as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company
and to authorize the board of directors of the Company to fix their remuneration for the year ending December 31, 2026.
The board of directors of the Company has fixed the close of business
on May 27, 2026, Hong Kong time, as the record date (the “Shares Record Date”) of the Company’s
Class A ordinary shares with a par value of US$0.00001 each (the “Class A Ordinary Shares”). Holders of record of
the Class A Ordinary Shares as of the Shares Record Date are entitled to attend and vote at the AGM and any adjourned meeting thereof.
Holders of record of the Company’s American Depositary Shares
(the “ADSs”) as of the close of business on May 27, 2026, New York time, who wish to exercise their voting
rights for the underlying Class A Ordinary Shares represented by their ADSs must give voting instructions according to the voting instruction card received.
The notice of the AGM, which sets forth the resolutions to be submitted
to shareholder approval at the meeting, is available on the Company’s website at: https://ir.qfin.com.
About
Qfin Holdings
Qfin Holdings is a leading AI-empowered Credit-Tech platform in China.
By leveraging its sophisticated machine learning models and data analytics capabilities, the Company provides a comprehensive suite of
technology services to assist financial institutions and consumers and SMEs in the loan lifecycle, ranging from borrower acquisition,
preliminary credit assessment, fund matching and post-facilitation services. The Company is dedicated to making credit services more accessible
and personalized to consumers and SMEs through Credit-Tech services to financial institutions.
For more information, please visit: https://ir.qfin.com.
Safe Harbor Statement
Any forward-looking statements contained in this announcement are made
under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,”
“plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook
and quotations from management in this announcement, as well as the Company’s strategic and operational plans, contain forward-looking
statements. Qfin Holdings may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and
Exchange Commission (“SEC”), in announcements made on the website of The Stock Exchange of Hong Kong Limited (the “Hong
Kong Stock Exchange”), in its annual report to shareholders, in press releases and other written materials and in oral statements
made by its officers, directors or employees to third parties. Statements that are not historical facts, including the Company’s
business outlook, beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties.
A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, which factors
include but not limited to the following: the Company’s growth strategies, changes in laws, rules and regulatory environments,
the recognition of the Company’s brand, market acceptance of the Company’s products and services, trends and developments
in the credit-tech industry, governmental policies relating to the credit-tech industry, general economic conditions in China and around
the globe, and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks and uncertainties
is included in Qfin Holdings’ filings with the SEC and announcements on the website of the Hong Kong Stock Exchange. All information
provided in this press release is as of the date of this press release, and Qfin Holdings does not undertake any obligation to update
any forward-looking statement, except as required under applicable law.
For more information, please contact:
Qfin Holdings
E-mail:
ir@qfin.com
Exhibit 99.2
QFIN
HOLDINGS, Inc.
(A company incorporated in the Cayman Islands
with limited liability)
(NASDAQ: QFIN and HKEX: 3660)
NOTICE OF ANNUAL GENERAL MEETING
to be held on June 30, 2026
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN
that an annual general meeting (“AGM”) of Qfin Holdings, Inc. (the “Company”) will be held
at Building 1, No. 98 Qingyijiang Road, Putuo District, Shanghai 200331, People’s Republic of China at 9:30 a.m. on June 30,
2026 (Beijing time), and at any adjourned or postponed meeting thereof, for the purposes to consider and, if thought fit, pass the following
resolution:
| 1. | as an ordinary resolution, THAT, Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu Certified Public Accountants LLP shall be re-appointed
as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize
the board of directors of the Company to fix their remuneration for the year ending December 31, 2026. |
SHARE RECORD DATE AND ADS RECORD DATE
The
board of directors of the Company (the “Board”) has fixed the close of business on May 27, 2026 (Hong Kong time)
as the record date (the “Share Record Date”) of the Company’s Class A ordinary shares with a par value US$0.00001
each (the “Class A Ordinary Shares”). In order to be eligible to vote and attend the AGM, all valid documents
for the transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar,
Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17F, Hopewell Centre, 183 Queen’s Road East, Wanchai,
Hong Kong, no later than 4:30 p.m. on May 27, 2026 (Hong Kong time). Holders of the Company’s Class A Ordinary Shares
(as of the Share Record Date) are entitled to attend and vote at the AGM and any adjourned meeting thereof.
Holders
of the Company’s American depositary shares (“ADSs”) as of the close of business on May 27, 2026
(New York time) (the “ADS Record Date”) who wish to exercise their voting rights for the underlying Class A Ordinary
Shares represented by their ADSs must give voting instructions according to the voting instruction card received.
ATTENDING THE AGM
Only holders of record of
Class A Ordinary Shares as of the Share Record Date are entitled to attend and vote at the AGM. All officers and agents of the Company
reserve the right to refuse any person entry to the AGM venue, or to instruct any person to leave the AGM venue, where such officer or
agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply
with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings
at the AGM.
PROXY FORMS AND ADS VOTING CARDS
A holder of Class A Ordinary
Shares as of the Share Record Date may appoint a proxy to exercise his or her rights at the AGM. Please
refer to the proxy form (for holders of Shares) which is available on our website at https://ir.qfin.com.
Holders
of record of the Company’s Class A Ordinary Shares on the Company’s register of members as of the Share Record Date
are cordially invited to attend the AGM in person. Your vote is important. You are urged to complete, sign, date and return the
accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for
holders of Class A Ordinary Shares) or give your voting instructions according to the voting instruction card received by you as the ADS holder, as promptly as possible and before the
prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the
proxy form no later than 48 hours before the time for holding the relevant meetings or any adjourned meeting at 17M Floor,
Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the AGM, and The Bank of New York
Mellon must receive your voting instructions by the time and date specified in the ADS voting instruction card to enable the votes
attaching to the underlying Class A Ordinary Shares represented by your ADSs to be cast at the AGM.
ANNUAL REPORT
Shareholders may obtain a
copy of the Company’s annual report, free of charge, from the Company’s website at https://ir.qfin.com, the HKEX’s website
at www.hkexnews.hk or from the SEC’s website at www.sec.gov. or by contacting Investor Relations Department of the Company via email
at ir@qfin.com.
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By Order of the Board, |
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Qfin Holdings, Inc. |
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/s/ Alex Zuoli Xu |
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Alex Zuoli Xu |
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Director and Chief Financial Officer |
Shanghai, China
May 12, 2026
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Registered Office:
PO Box 309, Ugland House,
Grand Cayman, KY1-1104
Cayman Islands |
Principal Executive Offices in China:
Building 1, No. 98 Qingyijiang Road
Putuo District, Shanghai 200331
People’s Republic of China |
Exhibit 99.3
Qfin Holdings, Inc.
(A Company incorporated in the Cayman Islands
with limited liability)
(NASDAQ: QFIN and HKEX: 3660)
FORM OF PROXY FOR ANNUAL GENERAL MEETING
to be held on June 30, 2026
(or any adjourned or postponed meeting thereof)
Introduction
This form of proxy (the “Form of
Proxy”) is furnished in connection with the solicitation by the board of directors of Qfin Holdings, Inc. (the “Board”),
an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), of proxies from the
holders of the issued and outstanding Class A ordinary shares, par value US$0.00001 per share (the “Class A Ordinary
Shares”) to be exercised at the annual general meeting of the Company (the “AGM”) to be held at Building
1, No. 98 Qingyijiang Road, Putuo District, Shanghai 200331, People’s Republic of China at 9:30 a.m. on June 30,
2026 (Beijing time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying notice of the AGM
(the “AGM Notice”).
Only the holders of record of the Class A
Ordinary Shares at the close of business on May 27, 2026 (Hong Kong time) (the “Record Date”) are entitled to
notice of, to attend and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each Class A
Ordinary Share is entitled to one vote. The quorum of the AGM is one or more shareholders who together hold shares which carry in aggregate
not less than one-third of all votes attaching to all issued and outstanding shares that carry the right to vote at the AGM, present in
person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative.
A proxy need not be a shareholder of the Company.
A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. The
Class A Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated
or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the
proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and
is entitled to exercise his discretion, he or she is likely to vote the shares FOR the resolution(s). As to any other business that may
properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion.
The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before
the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited
hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has
the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered
office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands,
with a copy delivered to the Company’s offices at Building 1, No. 98 Qingyijiang Road, Putuo District, Shanghai 200331, People’s
Republic of China, or (ii) by voting in person at the AGM.
To be valid, this Form of Proxy must be
completed, signed and returned to 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible so that
it is received by the Company not less than 48 hours before the time of the AGM.
Qfin Holdings, Inc.
(A Company incorporated in the Cayman Islands
with limited liability)
(NASDAQ: QFIN and HKEX: 3660)
FORM OF PROXY FOR ANNUAL GENERAL MEETING
to be held on June 30, 2026
(or any adjourned or postponed meeting thereof)
I/We __________________ of __________________________, being the registered
holder(s) of _____________________ Class A Ordinary Shares 1, par value US$0.00001 per share, of Qfin Holdings, Inc.
(the “Company”), hereby appoint the Chairman of the Annual General Meeting 2 or _________________ of __________________________
as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company
to be held at Building 1, No. 98 Qingyijiang Road, Putuo District, Shanghai 200331, People’s Republic of China at 9:30 a.m. on
June 30, 2026 (Beijing time), and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given,
as my/our proxy thinks fit 3.
| No. |
RESOLUTION |
FOR34 |
AGAINST 3 |
ABSTAIN 3 |
| 1. |
As an ordinary resolution, THAT, Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu Certified Public Accountants LLP shall be re-appointed as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the board of directors of the Company to fix their remuneration for the year ending December 31, 2026. |
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| Dated _______________, 2026 |
Signature(s) |
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Notes:
| 1 | Please
insert the number of Class A Ordinary Shares registered in your name(s) to which this
proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all
the shares in the Company registered in your name(s). |
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| 2 | If any proxy
other than the Chairman of the Annual General Meeting is preferred, strike out the words
“the Chairman of the Annual General Meeting or” and insert the name and address
of the proxy desired in the space provided. A shareholder may appoint one or more proxies
to attend and vote in his stead. Any alteration made to this form of proxy must be initialed
by the person(s) who sign(s) it. |
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| 3 | IMPORTANT:
If you wish to vote for the resolution, tick the appropriate box marked “for”.
If you wish to vote against the resolution, tick the appropriate box marked “against”.
If you wish to abstain from voting on the resolution, tick the appropriate box marked “abstain”.
You may instruct your proxy to vote some or all of the shares in respect of which the proxy
is appointed either for or against the resolution and/or abstain from voting as such proxy
need not cast the votes in respect of your shares in the same way on the resolution. In this
case, please specify in the voting boxes above the number of shares in respect of which your
proxy is to vote for or against or to abstain in respect of the resolution. |
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| 4 | This form of proxy
must be signed by you or your attorney duly authorized in writing or, in the case of a corporation,
must be either under seal or executed under the hand of an officer or attorney duly authorized
to sign the same. |
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL
BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR COMPLETE AND SEND IN THIS FORM APPOINTING A SPECIFIC
PROXY.
| 1 | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM
is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own
choice that you wish to be appointed proxy in the space provided, failing which the Chairman will be appointed as your proxy. |
| 2 | Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the
resolution(s) to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or completes
and returns this form appointing a specific proxy. |
| 3 | Whether or not you propose to attend the relevant meeting(s) in person, you are strongly advised
to complete and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and deposited
(together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority)
at the offices of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,
Hong Kong as soon as possible and in any event not later than 48 hours before the time for holding the relevant meeting or any adjourned
meeting. Returning this completed form of proxy will not preclude you from attending the relevant meeting(s) and voting in person
if you so wish. |
| 4 | If two or more persons are jointly registered as holders of a share, the vote of the senior person who
tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose,
seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the
relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the
space provided. |
| 5 | If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise
his/her discretion as to whether he/she votes and if so how. |
| 6 | This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of
proxy must either be under its seal or under the hand of some officer or attorney duly authorised for that purpose. |
| 7 | Any alterations made to this form must be initialled by you. |
| 8 | A proxy may vote on a show of hands or on a poll. |
