Major Shareholder SVF Backs OneConnect's $1.4B Take-Private Deal

Rhea-AI Filing Summary

Ping An Insurance Group and Bo Yu Limited have filed a Schedule 13D/A regarding OneConnect Financial Technology, revealing significant ownership changes and privatization developments. Bo Yu Limited beneficially owns 541,138,998 ordinary shares (46.3%) of OneConnect, while Ping An Insurance Group controls 605,394,156 shares (51.7%).

Key developments include:

• SVF Fax Subco provided a non-binding letter of support on June 20, 2025, indicating intention to vote in favor of privatization resolutions for their 11,555,097 shares (0.99%)
• Bo Yu's holdings include 353,077,356 direct shares and rights to acquire 188,061,642 shares through Offshore Call Options
• Ping An's control includes Bo Yu's shares, PAOH's holdings, and potential acquisition rights through Lanbang Offshore Call Options

This amendment reflects ongoing privatization efforts and consolidation of control by Ping An Group, with additional shareholder support strengthening the proposed transaction's likelihood of success.

Positive

• Ping An Insurance Group maintains significant control with 51.7% ownership stake (605.4M shares)
• SVF Fax Subco provided non-binding support for privatization proposal, indicating potential shareholder backing
• Bo Yu Limited holds substantial 46.3% ownership position (541.1M shares), suggesting strong insider commitment

Negative

• Privatization proposal could force minority shareholders to sell their positions
• Concentration of ownership with Ping An Group and Bo Yu Limited may limit minority shareholder influence

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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 To
Tortola, D8, VG1110
86 755 2262 7970

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/24/2025

(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:

7	Sole Voting Power 541,138,998.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 541,138,998.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

541,138,998.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1. Each of row 7, 9 and 11 represents the Ordinary Shares reported by Bo Yu Limited ("Bo Yu") including (i) 353,077,356 Ordinary Shares of the Issuer held of record by Bo Yu, and (ii) up to 188,061,642 Ordinary Shares of the Issuer that Bo Yu has the right to acquire upon exercise of the Offshore Call Options (as defined below) at any time. Pursuant to the amended and restated option agreement dated May 12, 2021 (the "Amended and Restated Option Agreement"), each of the shareholders of Yi Chuan Jin Limited ("Yi Chuan Jin," a British Virgin Islands company that owns 100% of the equity interests in Sen Rong Limited, which held of record 188,061,642 Ordinary Shares of the Issuer as of March 31, 2024), has granted call options (the "Offshore Call Options"), to Bo Yu over his or her respective 5,000 Ordinary Shares in the issued share capital of Yi Chuan Jin (representing 100% of his/her shares in Yi Chuan Jin), and all securities in Yi Chuan Jin which are derived from such shares after the date of the Amended and Restated Option Agreement and of which he/she is the beneficial owner or to which he/she is entitled from time to time. Bo Yu may exercise the Offshore Call Options, in whole or in part, according to the following schedule: (a) up to 50% of the Offshore Call Options may be exercised from the date of the Amended and Restated Option Agreement until the third anniversary thereof; and (b) 100% of the Offshore Call Options may be exercised, during the period commencing immediately after the third anniversary of the date of the Amended and Restated Option Agreement and ending on the tenth anniversary of the first day of such period, or such other period as extended 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 May 15, 2025, as reported by the Issuer in its current report on Form 6-K filed with the Securities and Exchange Commission on May 15, 2025 (the "Form 6-K").

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:

7	Sole Voting Power 605,394,156.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 605,394,156.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

605,394,156.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.7 %

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 Ordinary Shares reported by Ping An Insurance (Group) Company of China, Ltd. ("Ping An") including (i) 353,077,356 Ordinary Shares of the Issuer held of record by Bo Yu, (ii) up to 188,061,642 Ordinary Shares of the Issuer that Bo Yu has the right to acquire upon exercise of the Offshore Call Options at any time, (iii) 22,687,368 Ordinary Shares (in the form of 756,245.6 ADSs) of the Issuer held of record by China Ping An Insurance Overseas (Holding) Limited ("PAOH"), and (iv) 41,567,790 Ordinary Shares of the Issuer (in the form of 1,385,593 ADSs) held of record by Lanbang Investment Company Limited ("Lanbang"), which one of Ping An's indirectly wholly owned subsidiary, An Ke Technology Company Limited ("An Ke Technology") has the right to acquire upon exercise of the Lanbang Offshore Call Options (as defined below). PAOH is 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. Ping An ultimately wholly owns PAOH and Bo Yu. As such, Ping An is deemed as the beneficial owner of the Ordinary Shares of the Issuer held by PAOH and Bo Yu. Lanbang is a company incorporated in the British Virgin Islands directly held by Mr. Jingkui SHI and Mr. Xuelian YANG as to 50% and 50%. Each of Mr. Jingkui SHI and Mr. Xuelian YANG has granted an option to An Ke Technology to purchase up to 100% of his shares in Lanbang ("Lanbang Offshore Call Options"). The Lanbang Offshore Call Options are exercisable at any time, in whole or in part, during the period commencing on November 1, 2024 and ending on October 31, 2034. An Ke Technology is indirectly wholly owned by Ping An. As such, Ping An is deemed as the beneficial owner of the Ordinary Shares of the Issuer (in the form of ADSs) held by Lanbang. 2. Row 13 represents the percentage calculated based on 1,169,980,653 Ordinary Shares of the Issuer issued and outstanding as of May 15, 2025, as reported by the Issuer on the Form 6-K.

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. 2 (this "Amendment") amends and supplements the statement on Schedule 13D, filed by the Reporting Persons on March 7, 2025 and Amendment No. 1 to Schedule 13D, filed by the Reporting Persons on May 15, 2025 (the "Original Schedule 13D").
Item 2.	Identity and Background
(a)	Item 2(a) is hereby amended to add the following: Xu, Jing Chief Compliance Officer
(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
	There is no update or amendment to this Item 4.
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
	Item 6 is hereby amended to add the following: On June 24, 2025, Bo Yu and the Issuer made a joint announcement (the "Joint Announcement"), announcing that on June 21, 2025, Bo Yu received a non-binding letter of support dated June 20, 2025 from SVF Fax Subco (Singapore) Pte. Ltd. ("SVF") in respect of 11,555,097 Ordinary Shares of the Issuer (representing (i) approximately 0.99% of the issued share capital of the Issuer and (ii) all the Ordinary Shares of the Issuer held by SVF, in each case as of the date of the joint announcement), confirming its non-binding intention to vote in favor of the resolutions to be proposed at the relevant court meeting and the extraordinary general meeting of the Issuer which are necessary to implement the Proposal (as defined in the Original Schedule 13D) (the "Resolutions"). The non-binding letter of support is not intended to create legally binding obligations on SVF to vote in favor of the Resolutions and does not affect SVF's ability to deal in the Ordinary Shares of the Issuer prior to casting any vote with respect to the Proposal. This item is qualified in its entirety by reference to the Joint Announcement, which is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended by adding the following: Exhibit 99.5 Announcement on the Stock Exchange of Hong Kong -- Joint Announcement - Additional Letter of Support - In Relation to (1) Pre-Conditional Proposal for the Privatisation of OneConnect Financial Technology Co., Ltd. By Way of a Scheme of Arrangement (Under Section 86 of The Companies Act) And (2) Proposed Withdrawal of Listing of OneConnect Financial Technology Co., Ltd. (https://www.sec.gov/Archives/edgar/data/1780531/000110465925061949/tm2518650d1_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.

Bo Yu Limited

Signature:	/s/ Dong Yanmei
Name/Title:	Dong Yanmei/Director
Date:	06/26/2025

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

Signature:	/s/ Xie Yonglin
Name/Title:	Xie Yonglin/Executive Director, President and Co-CEO
Date:	06/26/2025

FAQ

What is the current ownership stake of Ping An Insurance in OCFT as of June 2025?

According to the Schedule 13D/A filing, Ping An Insurance (Group) Company of China, Ltd. beneficially owns 605,394,156 ordinary shares of OCFT, representing approximately 51.7% of the company's issued and outstanding shares as of May 15, 2025.

How many OCFT shares does Bo Yu Limited control?

Bo Yu Limited beneficially owns 541,138,998 ordinary shares, representing 46.3% of OCFT's outstanding shares. This includes 353,077,356 directly held shares and the right to acquire up to 188,061,642 additional shares through offshore call options.

What is the purpose of SVF Fax Subco's letter of support for OCFT?

On June 20, 2025, SVF Fax Subco provided a non-binding letter of support regarding its 11,555,097 shares (0.99% stake), indicating its intention to vote in favor of resolutions necessary to implement the privatization proposal. However, the letter is not legally binding and doesn't restrict SVF's ability to trade OCFT shares.

What are the key details of Bo Yu Limited's offshore call options for OCFT shares?

Under the Amended and Restated Option Agreement dated May 12, 2021, Bo Yu can exercise the offshore call options according to this schedule: up to 50% from the agreement date until the third anniversary, and 100% from the third anniversary until the tenth anniversary. These options cover 188,061,642 ordinary shares held by Sen Rong Limited.

How many OCFT shares are currently outstanding as of the latest filing?

According to the Form 6-K filed on May 15, 2025, OCFT has 1,169,980,653 ordinary shares issued and outstanding.