SCHEDULE: OneConnect Financial Completes Privatization, Delists

OneConnect Financial Technology Co., Ltd. has completed its privatization by way of a scheme of arrangement, leading to the delisting of its shares from the NYSE and HKEX.

Summary

• OneConnect Financial Technology Co., Ltd. has completed its privatization via a scheme of arrangement under Section 86 of the Companies Law of the Cayman Islands.
• The scheme became effective on November 19, 2025 (Cayman Islands time).
• 816,903,297 Ordinary Shares, referred to as Scheme Shares, were cancelled as part of the capital reduction.
• Immediately following the capital reduction, 816,903,297 new Ordinary Shares were issued to Bo Yu Limited, credited as fully paid.
• The listing of Ordinary Shares on The Stock Exchange of Hong Kong Limited has been withdrawn.
• The Issuer's American Depositary Shares (ADSs) have been delisted from the New York Stock Exchange.
• Bo Yu Limited, which is ultimately wholly owned by Ping An Insurance (Group) Company of China, Ltd., now beneficially owns 1,169,980,653 Ordinary Shares, representing 100.0% of the class as of November 20, 2025.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a complex corporate transaction (privatization), indicating effective execution of a strategic plan. While it means delisting for public shareholders, the process itself was completed as expected.

Positives

• The privatization scheme, as proposed by Bo Yu Limited, has been successfully completed.
• The scheme received all necessary approvals, including from the Grand Court of the Cayman Islands and shareholders, indicating a smooth execution of the corporate action.

Negatives

• Public shareholders of OneConnect Financial Technology Co., Ltd. no longer hold shares in the company due to the privatization and delisting, ending their investment in the public entity.

Future Outlook

The filing primarily reports the completion of a privatization transaction and does not provide forward-looking statements or guidance for the now-private entity.

Industry Context

The privatization of OneConnect Financial Technology Co., Ltd. by its parent company, Ping An Insurance, reflects a trend of large financial institutions consolidating their fintech arms. This strategy often aims to streamline operations, reduce public market pressures, and integrate technology more deeply within the parent's ecosystem, allowing for greater strategic flexibility without the demands of public reporting.

Comparison to Industry Standards

• The privatization of a subsidiary by a parent company is a common corporate strategy, often employed when the parent seeks full control, believes the public market undervalues the subsidiary, or aims to simplify its corporate structure.
• Similar moves have been observed in the broader technology and financial sectors, where large conglomerates acquire or take private their spin-off entities to better align strategic goals and operational synergies.
• Specific comparable companies or projects are not detailed in the filing, but the general trend aligns with corporate restructuring efforts to optimize value and control.

Corporate Governance

Related Party Transactions

• The entire privatization scheme is a related-party transaction, as Bo Yu Limited (the acquirer) is a wholly-owned subsidiary of Ping An Insurance, which was already a significant shareholder. The transaction effectively consolidates 100% ownership under Ping An's control.

Stakeholder Impact

• **Shareholders (public)**: Public shareholders (excluding Bo Yu) had their shares cancelled and would have received consideration as part of the scheme, losing their equity stake in the company.
• **Shareholders (Bo Yu/Ping An)**: Gained 100% ownership and full control of OneConnect Financial Technology Co., Ltd.
• **Employees**: No direct impact on employees is mentioned in the filing, but privatization can lead to strategic shifts that may affect employees in the long term.
• **Customers/Suppliers**: No direct impact on customers or suppliers is mentioned, but changes in ownership structure can sometimes lead to changes in business strategy or operational focus.

Next Steps

• The company is now privately held by Bo Yu Limited (and ultimately Ping An Insurance), and its operations will be fully integrated into the parent company's strategic framework.
• No further public reporting obligations for OneConnect Financial Technology Co., Ltd. as a standalone entity.

Key Dates

Recommendation

For public shareholders, the recommendation is 'sell' because the company has completed its privatization and delisted its shares from public exchanges. Shareholders would have already received the agreed-upon consideration for their shares as part of the scheme of arrangement, and there is no longer a public market for the stock. This is a factual outcome of the transaction, not a judgment on the company's underlying value.

Keywords

OneConnect Financial Technology, Privatization, Delisting, Scheme of Arrangement, Bo Yu Limited, Ping An Insurance, NYSE, HKEX, Financial Technology, Fintech, Cayman Islands