OneConnect (OCFT) 13D/A: Ping An at 51.7%; scheme approvals

OneConnect Financial Technology (OCFT) — Schedule 13D/A Amendment No. 4 updates beneficial ownership and the status of a proposed privatization.

Accepted by SEC EDGAR 10/30/2025 - 07:04 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

OneConnect Financial Technology (OCFT) — Schedule 13D/A Amendment No. 4 updates beneficial ownership and the status of a proposed privatization. Ping An Insurance (Group) Company of China, Ltd. reports beneficial ownership of 605,394,156 Ordinary Shares, representing 51.7% of the class. Bo Yu Limited reports beneficial ownership of 541,138,998 Ordinary Shares, representing 46.3%.

The filing notes progress on the privatization proposal by way of a Cayman Islands scheme of arrangement. According to a joint announcement, resolutions to approve the scheme were passed at the court meeting and the extraordinary general meeting held on October 28, 2025. The scheme will become effective and binding subject to the fulfilment or waiver of remaining conditions as set out in the scheme document.

Bo Yu’s reported total includes 353,077,356 shares held of record and up to 188,061,642 shares subject to offshore call options. Ping An’s reported total includes shares held via subsidiaries and options, including holdings in ADS form.

Positive

• Scheme approvals obtained at the court meeting and EGM on October 28, 2025, with effectiveness subject to remaining conditions.

Negative

• None.

Insights

Equity ownership and corporate actions analyst

Ownership exceeds majority and scheme votes passed, pending conditions.

Ping An reports beneficial ownership of 51.7% (605,394,156 Ordinary Shares), indicating majority control, while Bo Yu Limited reports 46.3% (541,138,998 Ordinary Shares). These figures include shares held of record and amounts subject to call options, some represented by ADSs.

The filing states that the privatization via a Cayman scheme of arrangement received approvals at the court meeting and extraordinary general meeting on October 28, 2025. Effectiveness remains subject to fulfilment or waiver of specified conditions in the scheme document. Actual outcomes depend on satisfying those conditions and any subsequent court processes.

Watch for formal confirmation of the scheme’s effectiveness per the scheme document’s conditions. Subsequent disclosures may specify timing and remaining procedural steps.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake does Ping An report in OCFT in this 13D/A?

Ping An reports 605,394,156 Ordinary Shares, representing 51.7% of the class.

What ownership stake does Bo Yu Limited report in OCFT?

Bo Yu Limited reports 541,138,998 Ordinary Shares, representing 46.3% of the class.

Did OCFT shareholders approve the proposed scheme of arrangement?

Yes. The filing notes the resolutions were duly passed at the court meeting and the EGM on October 28, 2025.

Is the OCFT privatization scheme effective now?

The scheme will become effective subject to fulfilment or waiver of remaining conditions set out in the scheme document.

How were Bo Yu’s reported shares composed?

Bo Yu includes 353,077,356 shares held of record and up to 188,061,642 shares subject to offshore call options.

What share count was used to compute the reported percentages?

Percentages are based on 1,169,980,653 Ordinary Shares outstanding as of October 28, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

10/28/2025

(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 October 28, 2025), 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 October 28, 2025, as reported by the Issuer in the current report on Form 6-K filed with the Securities and Exchange Commission on October 28, 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 October 28, 2025, as reported 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. 4 (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 and Amendment No.3 to Schedule 13D, filed by the Reporting Persons, respectively on May 16, 2025, June 26, 2025 and September 25, 2025 (the "Original Schedule 13D").
Item 2.	Identity and Background
(a)	The name and principal occupation of each of the directors and executive officers of Ping An set forth under Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: The following sets forth the name and principal occupation of each of the directors and executive officers of Ping An Insurance (Group) Company of China, Ltd. Each of the following persons is a citizen of the People's Republic of China, except that (i) Guo, Michael is a citizen of Australia, (ii) Chearavanont, Soopakij is a citizen of Thailand, (iii) Yang, Xiaoping and Chan, Hiu Fung Nicholas are citizens of Hong Kong, and (iv) Ng, Kong Ping Albert is a citizen of Hong Kong and Australia. The business address of each of the following persons is c/o 47th, 48th, 108th, 109th, 110th, 111th and 112th Floors, Ping An Finance Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong Province, China. Name Principal Occupation Ma, Mingzhe Chairman of the Board of Directors Xie, Yonglin Executive Director, President and Co-CEO Guo, Michael Executive Director, Co-CEO and Senior Vice President Cai, Fangfang Executive Director, Senior Vice President Fu, Xin Executive Director, Senior Vice President, Chief Financial Officer Chearavanont, Soopakij Non-executive Director Yang, Xiaoping Non-executive Director He, Jianfeng Non-executive Director Cai, Xun Non-executive Director Hong, Xiaoyuan Independent Non-executive Director Song, Xianzhong Independent Non-executive Director Chan, Hiu Fung Nicholas Independent Non-executive Director Ng, Kong Ping Albert Independent Non-executive Director Jin, Li Independent Non-executive Director Wang, Guangqian Independent Non-executive Director Huang, Baoxin Senior Vice President Sheng, Ruisheng Board Secretary and Company Secretary Zhang, Zhichun Assistant President and Person-in-charge of Auditing Guo, Shibang Assistant President and Chief Risk Officer 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
	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 (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 (the "Voting Result Announcement") that the resolution proposed at the court meeting held on October 28, 2025 to approve the Scheme and the resolutions proposed at the extraordinary general meeting of shareholders of the Issuer also held on October 28, 2025 to approve matters for the purposes of giving effect to the Scheme had all been duly passed. As at the date of the Voting Result Announcement, the implementation of the Proposal remains, and the Scheme will become effective and binding on the Company and all Scheme Shareholders, subject to the fulfilment or waiver (as applicable) of the conditions (other than conditions (a), (b), (c) and (k) which have been satisfied) as set out in the section headed "3. Conditions of the Proposal and the Scheme" in Part X -- Explanatory Memorandum of the Scheme Document. This item is qualified in its entirety by reference to the Voting Result Announcement, which is attached hereto as Exhibit 99.6 and is 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 99.5 Voting Result Announcement, dated October 28, 2025 (https://www.sec.gov/Archives/edgar/data/1780531/000110465925102865/tm2529517d1_ex99-2.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:	10/30/2025

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

Signature:	/s/ Xie Yonglin
Name/Title:	Xie Yonglin/Executive Director, President and Co-CEO
Date:	10/30/2025