SCHEDULE: Aerovane Boosts Qfin Holdings Stake to 17.9%, Zhou Family Restructures Ownership

Aerovane Company Limited increased its beneficial ownership in Qfin Holdings, Inc. to 17.9% through open market purchases, while the Zhou family restructured its shared voting agreement.

Summary

• Aerovane Company Limited, an investment holding vehicle wholly owned by Mr. Henry Zhiheng Zhou and Ms. Risa Ruoshan Zhou, now beneficially owns 46,520,952 Class A Ordinary Shares of Qfin Holdings, Inc., representing 17.9% of the outstanding class.
• This ownership includes 39,820,586 Class A Ordinary Shares and 6,700,366 Class A Ordinary Shares in the form of ADSs.
• From December 2023 to December 2025, Aerovane Company Limited purchased an additional 3,567,778 Class A Ordinary Shares in the form of ADSs in the open market for approximately $46.1 million, funded by its working capital.
• The purchases in December 2025, combined with prior acquisitions, exceeded 1% of the outstanding Class A Ordinary Shares, triggering a Rule 13d-2 filing obligation.
• An agreement between Mr. Hongyi Zhou and his children, Mr. Henry Zhiheng Zhou and Ms. Risa Ruoshan Zhou, granting Mr. Hongyi Zhou shared voting and dispositive power over Aerovane's shares, has been terminated.
• As a result of the termination, Mr. Hongyi Zhou is no longer deemed to beneficially own any Class A Ordinary Shares held directly by Aerovane Company Limited, reducing his reported beneficial ownership to 0%.

Sentiment

Score: 7

Explanation: The increased stake by a significant shareholder group, explicitly stating 'confidence in the value of the Issuer,' is a positive signal. The internal family restructuring of beneficial ownership, while notable, does not inherently carry negative sentiment for the company itself.

Positives

• Aerovane Company Limited's open market purchases, totaling approximately $46.1 million, demonstrate confidence in the value of Qfin Holdings, Inc.

Future Outlook

The filing indicates Aerovane Company Limited's continued confidence in the value of Qfin Holdings, Inc. through its ongoing open market purchases.

Management Comments

• Aerovane Company Limited's open market purchases demonstrate confidence in the value of the Issuer.

Industry Context

This filing reflects a significant shareholder's increased stake and a restructuring of beneficial ownership within a key family group, which can signal long-term commitment or strategic shifts in influence for the company within its industry.

Comparison to Industry Standards

• NA

Management Changes

Related Party Transactions

• Mr. Henry Zhiheng Zhou and Ms. Risa Ruoshan Zhou are the sole owners of Aerovane Company Limited. They are also the children of Mr. Hongyi Zhou, who previously had shared voting and dispositive power over Aerovane's shares through an agreement that has now been terminated.

Stakeholder Impact

• Shareholders: The increased stake by Aerovane Company Limited, coupled with management's stated confidence, could be viewed positively, potentially signaling stability or belief in future growth. The clarification of beneficial ownership within the Zhou family provides transparency regarding control.

Key Dates

Recommendation

The filing indicates a significant shareholder's increased confidence through open market purchases, which is generally a positive signal. However, it's an ownership disclosure and not a fundamental operational update. While the increased stake by Aerovane Company Limited and the stated confidence are positive, the internal restructuring of beneficial ownership within the Zhou family does not fundamentally alter the company's operational outlook or financial performance. Without additional operational or financial data, a 'hold' recommendation is appropriate, acknowledging the positive signal from increased insider ownership while awaiting further company-specific developments.

Keywords

Qfin Holdings, Aerovane Company Limited, Class A Ordinary Shares, ADSs, Beneficial Ownership, Schedule 13D, Share Purchases, Investment Holding, Corporate Governance, Shareholder Structure