SCHEDULE: OneConnect Privatization Scheme Approved by Shareholders

Shareholders of OneConnect Financial Technology Co., Ltd. have approved the privatization proposal by Bo Yu Limited via a scheme of arrangement.

Summary

• Bo Yu Limited and Ping An Insurance (Group) Company of China, Ltd. have updated their beneficial ownership in OneConnect Financial Technology Co., Ltd. (the "Issuer").
• Bo Yu Limited beneficially owns 541,138,998 Ordinary Shares, representing 46.3% of the Issuer's outstanding shares, including 353,077,356 Ordinary Shares held of record and up to 188,061,642 Ordinary Shares 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 outstanding shares, and is the ultimate parent of Bo Yu.
• The privatization proposal by Bo Yu, via a scheme of arrangement under Cayman Islands law, was approved by shareholders at a court meeting and an extraordinary general meeting held on October 28, 2025.
• The scheme's implementation remains subject to the fulfillment or waiver of certain conditions, though conditions (a), (b), (c), and (k) have been satisfied.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as a significant corporate action (privatization) has progressed successfully with shareholder approval, reducing uncertainty around this specific event. However, remaining conditions introduce a slight degree of caution.

Positives

• The privatization scheme, proposed by Bo Yu Limited, has received shareholder approval, indicating significant progress towards the company's delisting.
• Key conditions (a), (b), (c), and (k) for the scheme's implementation have already been satisfied, reducing some of the initial uncertainties.

Negatives

• The scheme's implementation is still subject to the fulfillment or waiver of remaining conditions, introducing some uncertainty until all are met and the scheme becomes effective and binding.

Risks

• The implementation of the privatization scheme is contingent upon the fulfillment or waiver of several outstanding conditions, which could potentially delay or prevent its completion.

Future Outlook

The privatization scheme has been approved by shareholders, but its effectiveness and binding nature are still subject to the fulfillment or waiver of remaining conditions.

Industry Context

This privatization move by a major shareholder like Ping An Insurance for its fintech subsidiary, OneConnect, reflects a broader trend of Chinese companies potentially delisting from U.S. exchanges. This can be driven by various factors including regulatory pressures, valuation discrepancies, or strategic realignment within parent groups, often aiming for greater control and operational flexibility away from public market scrutiny.

Management Changes

Related Party Transactions

• The privatization proposal is initiated by Bo Yu Limited, which is ultimately wholly owned by Ping An Insurance (Group) Company of China, Ltd., the ultimate beneficial owner of OneConnect. This constitutes a related-party transaction.
• The Offshore Call Options granted to Bo Yu Limited by shareholders of Yi Chuan Jin Limited, and the Lanbang Offshore Call Options granted to An Ke Technology (indirectly wholly owned by Ping An) by shareholders of Lanbang Investment Company Limited, represent arrangements between entities related to Ping An.

Stakeholder Impact

• Shareholders (excluding Bo Yu Limited) will receive consideration for their shares as part of the privatization scheme, leading to the delisting of OneConnect.
• Bo Yu Limited and Ping An Insurance (Group) Company of China, Ltd. will gain full control of OneConnect, allowing for strategic realignment and operational flexibility without public market scrutiny.
• Employees, customers, and suppliers may experience long-term impacts depending on the strategic direction OneConnect takes post-privatization, though no immediate operational changes are indicated in this filing.

Next Steps

• Fulfillment or waiver of the remaining conditions for the privatization scheme to become effective and binding on the Company and all Scheme Shareholders.

Key Dates

Recommendation

The privatization scheme has been approved by shareholders, making the completion of the transaction highly probable, subject to remaining conditions. For existing shareholders, holding until the scheme's completion to receive the agreed-upon consideration is the most logical action. New investors would find limited upside given the fixed offer price in a privatization scenario, and the stock is likely to trade close to the offer price until delisting.

Keywords

OneConnect Financial Technology, Bo Yu Limited, Ping An Insurance, Privatization, Scheme of Arrangement, Shareholder Vote, SEC Filing, Schedule 13D, Financial Technology, China