SC 13G 1 a20-7244_1sc13g.htm SC 13G

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

OneConnect Financial Technology Co. Ltd

(Name of Issuer)

Ordinary Shares, par value $0.00001 per share

(Title of Class of Securities)

68248T105**

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing three Ordinary Shares.  No CUSIP has been assigned to the Ordinary Shares.

 

The information required in 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).

 

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

 


 

Schedule 13G

 

CUSIP No. 68248T105

 

 

1.

Names of Reporting Persons.
Ping An Insurance (Group) Company of China, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization
The People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
N/A

6.

Shared Voting Power
401,700,000

7.

Sole Dispositive Power
N/A

8.

Shared Dispositive Power
401,700,000

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
401,700,000

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11.

Percent of Class Represented by Amount in Row (9)
36.6%
1

 

12.

Type of Reporting Person
HC-CO

 


1 Percentage of ownership of Ordinary Shares herein is calculated based on the percentage of Ordinary Shares owned by the Reporting Person divided by the total of 1,097,320,644 Ordinary Shares of the Issuer outstanding as of December 31, 2019. The Ordinary Shares reported by Ping An Insurance (Group) Company of China Ltd., as a parent holding company, are held by Bo Yu Limited.

 

2


 

CUSIP No. 68248T105

 

 

1.

Names of Reporting Persons.
Bo Yu Limited

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
N/A

6.

Shared Voting Power
401,700,000
2

7.

Sole Dispositive Power
N/A

8.

Shared Dispositive Power
401,700,000

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
401,700,000

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11.

Percent of Class Represented by Amount in Row (9)
36.6%
3

 

12.

Type of Reporting Person
CO

 


2 The number of Ordinary Shares beneficially owned by Bo Yu Limited includes 1,000,000 ADSs, representing 3,000,000 Ordinary Shares held by China Ping An Insurance Overseas (Holding) Limited, a limited liability company incorporated in Hong Kong with its registered business address at Suite 2318, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. China Ping An Insurance Overseas (Holding) Limited is a subsidiary of Ping An Insurance (Group) Company of China, Ltd., which ultimately wholly controls Bo Yu Limited. As a result of this arrangement Bo Yu may be deemed to be the beneficial owner of the 3,000,000 Ordinary Shares owned by China Ping An Insurance Overseas (Holding) Limited.

 

3 Percentage of ownership of Ordinary Shares herein is calculated based on the percentage of Ordinary Shares owned by the Reporting Person divided by the total of 1,097,320,644 Ordinary Shares of the Issuer outstanding as of December 31, 2019.

 

3


 

Schedule 13G

 

CUSIP 68248T105

 

Item 1.

 

(a)

Name of Issuer:
OneConnect Financial Technology Co., Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices:
55F, Ping An Financial Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong, People’s Republic of China

 

Item 2.

 

(a)

Name of Person Filing:

 

Ping An Insurance (Group) Company of China, Ltd.

 

Bo Yu Limited

 

(b)

Address of Principal Business Office, or if none, Residence:

 

Ping An Insurance (Group) Company of China, Ltd.: Ping An Finance Building, No. 1333 Lujiazui Loop, Pudong District, Shanghai 200120, the People’s Republic of China

 

Bo Yu Limited: Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands

 

 

(c)

Citizenship:

 

Ping An Insurance (Group) Company of China, Ltd.: The People’s Republic of China

 

Bo Yu Limited: British Virgin Islands

 

 

(d)

Title of Class of Securities:

Ordinary Shares, par value $0.00001 per share, of the Issuer

 

(e)

CUSIP Number:

68248T105

 

CUSIP number 68248T105 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer. Each ADS represents three Ordinary Shares of the Issuer.

 

Item 3.

If this statement is filed pursuant to SS.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a8).

 

(e)

o

An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

Not Applicable

 

4


 

Item 4.

Ownership.

 

 

(a)

Amount beneficially owned:   

See the response to Item 9 on the attached cover pages.

 

(b)

Percentage of class:   

See the responses to Item 11 on the attached cover pages.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

See the responses to Item 5 on the attached cover pages.

 

 

(ii)

Shared power to vote or to direct the vote:    

See the responses to Item 6 on the attached cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

See the responses to Item 7 on the attached cover pages.

 

 

(iv)

Shared power to vote or to direct the disposition of:   

See the responses to Item 8 on the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 99.2

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certifications.

Not applicable.

 

5


 

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.

 

February 14, 2020

 

 

Ping An Insurance (Group) Company of China, Ltd.

 

 

 

By:

/s/ Mingzhe Ma

 

 

Name: Mingzhe Ma

 

 

Title: Legal Representative

 

 

 

 

Bo Yu Limited

 

 

 

 

By:

/s/ Yu Ning

 

 

Name: Yu Ning

 

 

Title: Director

 

6


 

Exhibit Index

 

Exhibit No.

 

Exhibit

99.1

 

Joint Filing Agreement

99.2

 

Item 8 Information

 

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