SCHEDULE: OneConnect Privatization Proposal Advances

Bo Yu Limited and Ping An Insurance formally propose the privatization of OneConnect Financial Technology Co., Ltd. via a scheme of arrangement, setting a timeline for shareholder and court approvals.

Summary

• Bo Yu Limited, an affiliate of Ping An Insurance, and Ping An Insurance (Group) Company of China, Ltd. are the reporting persons in this Amendment No. 3 to Schedule 13D.
• Bo Yu Limited beneficially owns 541,138,998 Ordinary Shares, representing 46.3% of the Issuer's class, including shares held directly and those acquirable via Offshore Call Options.
• Ping An Insurance (Group) Company of China, Ltd. beneficially owns 605,394,156 Ordinary Shares, representing 51.7% of the Issuer's class, encompassing holdings by Bo Yu, PAOH, and shares acquirable via Lanbang Offshore Call Options.
• The primary purpose of this amendment is to formally propose the privatization of OneConnect Financial Technology Co., Ltd. by Bo Yu through a scheme of arrangement under Cayman Islands law.
• A Scheme Document detailing the proposal was jointly issued on September 23, 2025.
• Key events include expected court and extraordinary general meetings on October 28, 2025, a court hearing on November 14, 2025, and an expected effective date for the Scheme on or about November 19, 2025.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the filing provides clear, actionable steps and a timeline for a previously announced privatization, reducing uncertainty for investors regarding the process. While the financial terms are not disclosed, the formalization of the scheme is a positive development for the controlling shareholder and offers a defined path for public shareholders.

Positives

• The formal issuance of the Scheme Document provides clarity and a defined timeline for the previously announced privatization proposal.
• The process offers a potential exit for public shareholders, subject to the terms of the scheme.

Negatives

• Public shareholders will cease to hold an investment in a publicly traded entity if the privatization is completed.
• The specific financial terms of the privatization, such as the offer price per share, are not detailed in this filing, preventing a full valuation assessment.

Risks

• The Scheme of Arrangement is subject to various conditions being fulfilled or waived, including shareholder and court approvals.
• There is a risk that the proposal may not become effective if these conditions are not met or if the necessary approvals are not granted.

Future Outlook

The Scheme of Arrangement for the privatization of OneConnect Financial Technology Co., Ltd. is expected to become effective on or about November 19, 2025, contingent upon the fulfillment or waiver of all conditions and receipt of necessary shareholder and court approvals.

Management Comments

• Bo Yu requested the Issuer's board of directors to put forward a proposal for the privatization of the Issuer.
• Bo Yu and the Issuer jointly issued a Scheme Document formally proposing the Share Proposal and the Scheme.

Industry Context

This privatization move by a major shareholder, Ping An Insurance, for its financial technology affiliate, OneConnect, aligns with a trend where large conglomerates seek to consolidate control over strategic assets. Taking the company private could allow for greater operational flexibility, deeper integration with the parent company's ecosystem, and reduced public market reporting burdens, potentially enabling long-term strategic adjustments away from quarterly scrutiny.

Comparison to Industry Standards

• The filing does not contain specific financial or operational results that can be directly compared to global industry benchmarks or specific comparable companies/projects. It primarily details a corporate action related to beneficial ownership and a privatization process.

Related Party Transactions

• The privatization proposal itself is a related party transaction, as Bo Yu Limited, the acquirer, is an affiliate of Ping An Insurance (Group) Company of China, Ltd., a major shareholder of OneConnect.
• The Offshore Call Options granted to Bo Yu Limited and the Lanbang Offshore Call Options granted to An Ke Technology (an indirectly wholly-owned subsidiary of Ping An) represent arrangements between related parties concerning the acquisition of shares.

Stakeholder Impact

• Shareholders (Public): Will have their Ordinary Shares (including those represented by ADSs) acquired as part of the Scheme, leading to the cessation of their investment in a publicly traded entity.
• Shareholders (Bo Yu/Ping An): Will gain full control and ownership of OneConnect Financial Technology Co., Ltd., allowing for greater strategic alignment and operational integration.
• Employees/Management: While not explicitly detailed, privatization often leads to organizational restructuring and changes in corporate culture or incentives.

Next Steps

• A court meeting and an extraordinary general meeting of shareholders are expected to be held on October 28, 2025.
• A court hearing to sanction the Scheme is expected to be held on November 14, 2025, in the Grand Court of the Cayman Islands.
• The Scheme is expected to become effective on or about November 19, 2025, subject to all conditions being fulfilled or waived.

Key Dates

Recommendation

The filing provides a formal update on the privatization process, including key dates for shareholder meetings and court approvals. However, it does not disclose the specific offer price for the shares. Therefore, investors should hold their positions and await the detailed financial terms of the scheme of arrangement to make an informed decision regarding tendering their shares or other actions.

Keywords

OneConnect, Privatization, Scheme of Arrangement, Ping An Insurance, Bo Yu Limited, Financial Technology, SEC Filing, Schedule 13D, Beneficial Ownership, Cayman Islands Law, American Depositary Shares