Amendment: SEC Form SCHEDULE 13D/A filed by OneConnect Financial Technology Co. Ltd.
$OCFT
Computer Software: Programming Data Processing
Technology
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
OneConnect Financial Technology Co., Ltd. (Name of Issuer) |
Ordinary Shares, par value US$0.00001 per share, represented by American Depositary Shares (Title of Class of Securities) |
68248T204 (CUSIP Number) |
Yanmei Dong Maples Corporate Services (BVI) Limited, Kingston Chambers, P.O. Box 173 Road Town, Tortola, D8, VG1110 86-755-2262-7970 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2025 (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
|
| CUSIP No. | 68248T204 |
| 1 |
Name of reporting person
Bo Yu 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
541,138,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. Each of row 7, 9 and 11 represents the Ordinary Shares reported by Bo Yu Limited ("Bo Yu") including (i) 353,077,356 Ordinary Shares of the Issuer held of record by Bo Yu, and (ii) up to 188,061,642 Ordinary Shares of the Issuer that Bo Yu has the right to acquire upon exercise of the Offshore Call Options (as defined below) at any time.
Pursuant to the amended and restated option agreement dated May 12, 2021 (the "Amended and Restated Option Agreement"), each of the shareholders of Yi Chuan Jin Limited ("Yi Chuan Jin," a British Virgin Islands company that owns 100% of the equity interests in Sen Rong Limited, which held of record 188,061,642 Ordinary Shares of the Issuer as of March 31, 2024), has granted call options (the "Offshore Call Options"), to Bo Yu over his or her respective 5,000 Ordinary Shares in the issued share capital of Yi Chuan Jin (representing 100% of his/her shares in Yi Chuan Jin), and all securities in Yi Chuan Jin which are derived from such shares after the date of the Amended and Restated Option Agreement and of which he/she is the beneficial owner or to which he/she is entitled from time to time. Bo Yu may exercise the Offshore Call Options, in whole or in part, according to the following schedule: (a) up to 50% of the Offshore Call Options may be exercised from the date of the Amended and Restated Option Agreement until the third anniversary thereof; and (b) 100% of the Offshore Call Options may be exercised, during the period commencing immediately after the third anniversary of the date of the Amended and Restated Option Agreement and ending on the tenth anniversary of the first day of such period, or such other period as extended by Bo Yu.
2. Row 13 represents the percentage calculated based on 1,169,980,653 Ordinary Shares of the Issuer issued and outstanding as of May 15, 2025, as reported by the Issuer in its current report on Form 6-K filed with the Securities and Exchange Commission on May 15, 2025 (the "Form 6-K").
SCHEDULE 13D
|
| CUSIP No. | 68248T204 |
| 1 |
Name of reporting person
Ping An Insurance (Group) Company of China, Ltd. | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
605,394,156.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
51.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IC, HC |
Comment for Type of Reporting Person:
1. Each of row 7, 9 and 11 represents the Ordinary Shares reported by Ping An Insurance (Group) Company of China, Ltd. ("Ping An") including (i) 353,077,356 Ordinary Shares of the Issuer held of record by Bo Yu, (ii) up to 188,061,642 Ordinary Shares of the Issuer that Bo Yu has the right to acquire upon exercise of the Offshore Call Options at any time, (iii) 22,687,368 Ordinary Shares (in the form of 756,245.6 ADSs) of the Issuer held of record by China Ping An Insurance Overseas (Holding) Limited ("PAOH"), and (iv) 41,567,790 Ordinary Shares of the Issuer (in the form of 1,385,593 ADSs) held of record by Lanbang Investment Company Limited ("Lanbang"), which one of Ping An's indirectly wholly owned subsidiary, An Ke Technology Company Limited ("An Ke Technology") has the right to acquire upon exercise of the Lanbang Offshore Call Options (as defined below).
PAOH is a limited liability company incorporated in Hong Kong with its registered business address at Suite 2318, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. Ping An ultimately wholly owns PAOH and Bo Yu. As such, Ping An is deemed as the beneficial owner of the Ordinary Shares of the Issuer held by PAOH and Bo Yu.
Lanbang is a company incorporated in the British Virgin Islands directly held by Mr. Jingkui SHI and Mr. Xuelian YANG as to 50% and 50%. Each of Mr. Jingkui SHI and Mr. Xuelian YANG has granted an option to An Ke Technology to purchase up to 100% of his shares in Lanbang ("Lanbang Offshore Call Options"). The Lanbang Offshore Call Options are exercisable at any time, in whole or in part, during the period commencing on November 1, 2024 and ending on October 31, 2034. An Ke Technology is indirectly wholly owned by Ping An. As such, Ping An is deemed as the beneficial owner of the Ordinary Shares of the Issuer (in the form of ADSs) held by Lanbang.
2. Row 13 represents the percentage calculated based on 1,169,980,653 Ordinary Shares of the Issuer issued and outstanding as of May 15, 2025, as reported by the Issuer on the Form 6-K.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value US$0.00001 per share, represented by American Depositary Shares | |
| (b) | Name of Issuer:
OneConnect Financial Technology Co., Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
21/24F, Ping An Finance Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong,
CHINA
, 518000. | |
Item 1 Comment:
This Amendment No. 1 (the "Amendment") amends and supplements the statement on Schedule 13D, filed by the Reporting Persons on March 7, 2025 (the "Original Schedule 13D"). | ||
| Item 2. | Identity and Background | |
| (a) | The name and principal occupation of each of the directors and executive officers of Ping An set forth under Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The following sets forth the name and principal occupation of each of the directors and executive officers of Ping An Insurance (Group) Company of China, Ltd. Each of the following persons is a citizen of the People's Republic of China, except that (i) Guo, Michael is a citizen of Australia, (ii) Chearavanont, Soopakij is a citizen of Thailand, (iii) Yang, Xiaoping and Ng, Sing Yip are citizens of Hong Kong, and (iv) Ng, Kong Ping Albert is a citizen of Hong Kong and Australia. The business address of each of the following persons is c/o 47th, 48th, 108th, 109th, 110th, 111th and 112th Floors, Ping An Finance Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong Province, China.
Name Principal Occupation
Ma, Mingzhe Chairman of the Board of Directors
Xie, Yonglin Executive Director, President and Co-CEO
Guo, Michael Executive Director, Co-CEO and Senior Vice President
Cai, Fangfang Executive Director, Senior Vice President
Fu, Xin Executive Director, Senior Vice President, Chief Financial Officer
Chearavanont, Soopakij Non-executive Director
Yang, Xiaoping Non-executive Director
He, Jianfeng Non-executive Director
Cai, Xun Non-executive Director
Ng, Sing Yip Independent Non-executive Director
Chu, Yiyun Independent Non-executive Director
Liu, Hong Independent Non-executive Director
Ng, Kong Ping Albert Independent Non-executive Director
Jin, Li Independent Non-executive Director
Wang, Guangqian Independent Non-executive Director
Huang, Baoxin Senior Vice President
Sheng, Ruisheng Board Secretary and Company Secretary
Zhang, Zhichun Assistant President and Person-in-charge of Auditing
Guo, Shibang Assistant President and Chief Risk Officer | |
| (b) | There is no update or amendment to this Item 2(b). | |
| (c) | See (a). | |
| (d) | There is no update or amendment to this Item 2(d). | |
| (e) | There is no update or amendment to this Item 2(e). | |
| (f) | There is no update or amendment to this Item 2(f). | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
There is no update or amendment to this Item 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
Scheme of Arrangement
Bo Yu and the Issuer made a joint announcement on May 15, 2025 (the "Joint Announcement") that Bo Yu has requested the Issuer's board of directors to put forward a proposal (the "Proposal") to the holders of all Ordinary Shares (including the Ordinary Shares represented by the ADSs) other than the Ordinary Shares held by Bo Yu (the "Scheme Shares," and the holders thereof, the "Scheme Shareholders") for the privatization of the Issuer by way of a scheme of arrangement (the "Scheme") under Section 86 of the Companies Law of the Cayman Islands, subject to the satisfaction of the pre-condition and satisfaction or waiver of the conditions as set out in Joint Announcement.
If the Proposal is approved and implemented, under the Scheme, the Scheme Shares will be cancelled in exchange for HK$2.068 (the "Cancellation Price") in cash for each Scheme Share and holders of ADSs (each representing 30 Ordinary Shares) will for each ADS receive the US dollar equivalent of 30 times the Cancellation Price, converted at the most recently published Federal Reserve H.10 exchange rate available prior to the effective date of the Scheme.
The implementation of the Proposal with respect to the Scheme Shares underlying the ADSs will be carried out in accordance with US federal securities laws, the requirements of the NYSE and the terms of the Deposit Agreement (as defined in the Joint Announcement). The Scheme Shares underlying the ADSs are held of record by the Depositary (as defined in the Joint Announcement), which will receive the cancellation consideration in US dollars in respect of the Scheme Shares. The Depositary will then distribute the U.S. dollar cash it receives pro rata to the ADS holders, based on their respective holdings (net of applicable fees, charges and expenses of the Depositary (as defined in the Joint Announcement), governmental charges and any taxes withheld) subject to and in accordance with the terms of the Deposit Agreement (as defined in the Joint Announcement).
Upon the Scheme becoming effective, the Issuer will apply to the Stock Exchange of Hong Kong Limited (the "HKSE") for the withdrawal of the listing of the Ordinary Shares on the HKSE in accordance with Rule 6.15(2) of the Rules Governing the Listing of Securities on the Stock Exchange. In addition, the listing of the ADSs on the NYSE will be withdrawn in accordance with Rule 12d2-2 under the General Rules and Regulations of the Exchange Act.
If the Scheme is not approved or the Proposal otherwise lapses, the listing of the Ordinary Shares on the HKSE and the ADSs on the NYSE will not be withdrawn. Additionally, there are restrictions under the Code on Takeovers and Mergers in Hong Kong (the "Takeovers Code") on making subsequent offers, to the effect that neither Bo Yu nor any person who acted in concert with Bo Yu in the course of the Proposal (nor any person who is subsequently acting in concert with any of them) may, within 12 months from the date on which the Scheme is not approved or the Proposal otherwise lapses, (i) announce an offer or possible offer for the Company, or (ii) acquire any voting rights of the Company if Bo Yu or persons acting in concert with it would thereby become obliged under Rule 26 of the Takeovers Code to make an offer, in each case except with the consent of the Executive (as defined in the Joint Announcement).
This item is qualified in its entirety by reference to the Joint Announcement, which is attached hereto as Exhibit 99.4 and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Rows (11) and (13) of the cover pages of this Amendment are hereby incorporated by reference into this Item 5(a). | |
| (b) | Rows (7) to (9) of the cover pages of this Amendment are hereby incorporated by reference into this Item 5(b). | |
| (c) | Except as disclosed in the Original Schedule 13D, as amended by this Amendment, none of the Reporting Persons or, to their knowledge, any of the persons listed in (a) of Item 2, has effected any transactions relating to the Ordinary Shares since the filing of the Original Schedule 13D. | |
| (d) | Except as disclosed in this Item 5, to the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth and/or incorporated by reference in Item 4 of the Original Schedule 13D, as amended by this Amendment, is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended by adding the following:
Exhibit 99.4 Announcement on the Stock Exchange of Hong Kong -- Joint Announcement -- (1) Pre-Conditional Proposal for the Privatisation of Oneconnect Financial Technology Co., Ltd. by Way of a Scheme of Arrangement (Under Section 86 of The Companies Act); (2) Proposed Withdrawal of Listing of Oneconnect Financial Technology Co., Ltd.; and (3) Establishment of the Independent Board Committee (https://www.sec.gov/Archives/edgar/data/1780531/000110465925049062/tm2515229d1_ex99-1.htm) | ||
| 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.
|
|
|
|
|