SCHEDULE 13D/A: OneConnect Financial Technology Secures Non-Binding Shareholder Support for Privatization Bid

OneConnect Financial Technology Co., Ltd. has received a non-binding letter of support from SVF Fax Subco (Singapore) Pte. Ltd. for its proposed privatization and delisting, alongside updated beneficial ownership disclosures from major shareholders Bo Yu Limited and Ping An Insurance (Group) Company of China, Ltd.

Summary

• Bo Yu Limited beneficially owns 541,138,998 Ordinary Shares of OneConnect Financial Technology Co., Ltd., representing 46.3% of the outstanding shares.
• This ownership includes 353,077,356 shares held directly by Bo Yu and up to 188,061,642 shares acquirable through Offshore Call Options from Yi Chuan Jin Limited shareholders.
• Ping An Insurance (Group) Company of China, Ltd. beneficially owns 605,394,156 Ordinary Shares, representing 51.7% of the outstanding shares.
• Ping An's ownership encompasses shares held by Bo Yu, 22,687,368 Ordinary Shares held by China Ping An Insurance Overseas (Holding) Limited (PAOH), and 41,567,790 Ordinary Shares acquirable through Lanbang Offshore Call Options from Lanbang Investment Company Limited.
• As of May 15, 2025, OneConnect Financial Technology Co., Ltd. had 1,169,980,653 Ordinary Shares issued and outstanding.
• On June 24, 2025, Bo Yu and OneConnect jointly announced that Bo Yu received a non-binding letter of support dated June 20, 2025, from SVF Fax Subco (Singapore) Pte. Ltd.
• SVF Fax Subco (Singapore) Pte. Ltd. intends to vote its 11,555,097 Ordinary Shares, representing approximately 0.99% of the issuer's total issued share capital, in favor of the resolutions required to implement the privatization proposal and withdrawal of listing.

Sentiment

Score: 7

Explanation: The document indicates progress on the privatization proposal with a new letter of support, which is generally positive for the proposal's success. However, the non-binding nature of the support introduces a degree of uncertainty, preventing a higher score.

Positives

• Secured a non-binding letter of support from SVF Fax Subco (Singapore) Pte. Ltd. for the privatization proposal, indicating a shareholder's intention to vote in favor.
• The supported shares represent approximately 0.99% of the issuer's total issued share capital, adding to the potential votes for the proposal.

Negatives

• The letter of support from SVF Fax Subco (Singapore) Pte. Ltd. is explicitly non-binding, meaning SVF is not legally obligated to vote in favor of the resolutions and retains the ability to deal in the shares prior to casting any vote.

Risks

• The non-binding nature of SVF's letter of support means there is no guarantee they will ultimately vote in favor of the privatization resolutions, or that they won't sell their shares prior to the vote.
• The success of the privatization proposal is contingent on securing sufficient shareholder votes, and a non-binding commitment introduces uncertainty regarding the final outcome.

Future Outlook

The document indicates a continued progression towards the proposed privatization of OneConnect Financial Technology Co., Ltd. by way of a Scheme of Arrangement and subsequent withdrawal of its listing. The receipt of a non-binding letter of support from SVF Fax Subco (Singapore) Pte. Ltd. suggests a positive, albeit non-committal, step towards securing the necessary shareholder approvals for this Proposal.

Management Comments

• "I certify that the information set forth in this statement is true, complete and correct." (Statement by Dong Yanmei, Director of Bo Yu Limited, and Xie Yonglin, Executive Director, President and Co-CEO of Ping An Insurance (Group) Company of China, Ltd.)

Industry Context

This filing reflects a trend of Chinese companies, particularly those with significant state-backed or large corporate ownership like Ping An, pursuing privatization and delisting from U.S. exchanges. Such moves are often driven by factors like valuation discrepancies, regulatory pressures, or strategic realignment, aiming to consolidate control and potentially relist on domestic exchanges or private markets. OneConnect, as a financial technology provider, operates in a sector undergoing rapid transformation, and its privatization could allow for more agile strategic decisions away from public market scrutiny.

Comparison to Industry Standards

• This document does not provide sufficient financial or operational data to compare OneConnect's performance against specific industry benchmarks or comparable companies.
• The focus is on ownership structure and a privatization proposal, which is a corporate action rather than a performance metric.
• The beneficial ownership percentages of 46.3% for Bo Yu and 51.7% for Ping An (which ultimately controls Bo Yu) indicate a highly concentrated ownership structure, which is common for companies undergoing privatization, especially those with a dominant parent entity like Ping An.

Management Changes

Stakeholder Impact

• Shareholders: The privatization proposal, if successful, will result in the delisting of the company's shares, impacting public shareholders' ability to trade on the U.S. exchange. The letter of support from SVF indicates a step towards potentially securing the necessary votes for this action.
• Management/Employees: The addition of a Chief Compliance Officer suggests an ongoing focus on regulatory adherence, which could impact internal operations and compliance roles.

Next Steps

• Bo Yu and the Issuer will continue to work towards implementing the Proposal (privatization by Scheme of Arrangement and withdrawal of listing).
• Resolutions related to the Proposal will be proposed at a relevant court meeting and an extraordinary general meeting of the Issuer.

Key Dates

Recommendation

Keywords

OneConnect Financial Technology, Schedule 13D, SEC filing, beneficial ownership, privatization, delisting, Scheme of Arrangement, call options, Ping An Insurance, Bo Yu Limited, SVF Fax Subco, corporate governance, financial technology, China, American Depositary Shares