Form SCHEDULE 13D/A ONECONNECT FINANCIAL Filed by: Bo Yu Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
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) |
11/19/2025 (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
1,169,980,653.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. Each of row 7, 9 and 11 represents 1,169,980,653 Ordinary Shares held of record by Bo Yu Limited ("Bo Yu") as of the date hereof.
2. Row 13 represents the percentage calculated based on 1,169,980,653 Ordinary Shares of the Issuer issued and outstanding as of November 20, 2025.
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
1,169,980,653.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100.0 % | ||||||||
| 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 1,169,980,653 Ordinary Shares of the Issuer reported by Ping An Insurance (Group) Company of China, Ltd. ("Ping An") held of record by Bo Yu. Ping An ultimately wholly owns Bo Yu. As such, Ping An is deemed as the beneficial owner of the Ordinary Shares of the Issuer held 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 November 20, 2025.
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. 5 (this "Amendment") amends and supplements the statement on Schedule 13D, filed by the Reporting Persons on March 7, 2025, Amendment No. 1 to Schedule 13D, Amendment No. 2 to Schedule 13D, Amendment No.3 to Schedule 13D and Amendment No.4 to Schedule 13D, filed by the Reporting Persons, respectively on May 16, 2025, June 26, 2025, September 25, 2025 and October 30, 2025 (the "Original Schedule 13D"). | ||
| Item 2. | Identity and Background | |
| (a) | There is no update or amendment to this Item 2(a). | |
| (b) | There is no update or amendment to this Item 2(b). | |
| (c) | There is no update or amendment to this Item 2(c). | |
| (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
As previously disclosed, 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") 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. On September 23, 2025, Bo Yu and the Issuer jointly issued a scheme document (the "Scheme Document") formally proposing the Share Proposal and the Scheme. On October 28, 2025, Bo Yu and the Issuer made a joint announcement that the Scheme had been duly approved at the court meeting and the resolutions in relation to the Scheme had been duly passed at the extraordinary general meeting of shareholders of the Issuer held on October 28, 2025.
The Scheme was sanctioned without modification by the Grand Court of the Cayman Islands at the Court Hearing on Friday, November 14, 2025 (Cayman Islands time). The reduction of the share capital of the Company resulting from cancellation of the Scheme Shares was also confirmed by the Grand Court on the same day at the same hearing. All of the conditions of the Scheme and the Share Proposal having been fulfilled, the Scheme became effective on November 19, 2025 (Cayman Island time).
Pursuant to the Scheme, on November 19, 2025 (Cayman Island time), the share capital of the Issuer was reduced by the cancellation of 816,903,297 Ordinary Shares as the Scheme Shares. Immediately following such capital reduction, the share capital of the Issuer was restored to its former amount by the issuance at par of 816,903,297 new Ordinary Shares, credited as fully paid, to Bo Yu. The reserve created in the Issuer's books of account as a result of the capital reduction was applied in paying up in full at par the new Ordinary Shares so issued to Bo Yu.
On November 17, 2025, Bo Yu and the Issuer made a joint announcement (the "Sanction Joint Announcement") that the Grand Court of the Cayman Islands sanctioned the Scheme without modification on November 14, 2025 (Cayman Islands time). Subsequently, on November 20, 2025, Bo Yu and the Issuer made another joint announcement (the "Effective Date Joint Announcement") announcing, among others, the November 19, 2025 (Cayman Islands time) as the effective date of the Scheme, the withdrawal of the listing of the Ordinary Shares on The Stock Exchange of Hong Kong Limited and the delisting of the Issuer's American Depositary Shares from the New York Stock Exchange. This item is qualified in its entirety by reference to the Sanction Joint Announcement and the Effective Date Joint Announcement, which are attached hereto as Exhibit 99.6 and Exhibit 99.7, respectively, and 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 99.6 Sanction Joint Announcement, dated November 17, 2025
(https://www.sec.gov/Archives/edgar/data/1780531/000110465925112881/tm2530734d1_ex99-1.htm)
Exhibit 99.7 Effective Date Joint Announcement, dated November 20, 2025
(https://www.sec.gov/Archives/edgar/data/1780531/000110465925114355/tm2530733d1_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.
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