[SCHEDULE 13D/A] ONECONNECT FINANCIAL TECHNOLOGY CO., LTD. SEC Filing

Rhea-AI Filing Summary

OneConnect Financial Technology Co., Ltd. reporting persons Bo Yu Limited and Ping An Insurance filed Amendment No.3 to a Schedule 13D disclosing beneficial ownership stakes and a formal proposal to take the company private. Bo Yu reports beneficial ownership of 541,138,998 ordinary shares (46.3%) including up to 188,061,642 shares issuable upon exercise of Offshore Call Options. Ping An reports beneficial ownership of 605,394,156 ordinary shares (51.7%).

The filing attaches a Scheme Document dated September 23, 2025 proposing a scheme of arrangement under Cayman law to implement the share proposal. The Scheme Document sets expected shareholder meetings on October 28, 2025, a Grand Court hearing on November 14, 2025, and an anticipated effective date on or about November 19, 2025, subject to conditions.

Positive

• Formal Scheme Document filed with a clear timetable for shareholder meetings and court hearing (September 23, 2025 filing; meetings Oct 28, 2025; court Nov 14, 2025).
• Reporting persons disclose substantial ownership: Bo Yu beneficially owns 541,138,998 shares (46.3%) and Ping An beneficially owns 605,394,156 shares (51.7%), inclusive of exercisable call options.

Negative

• None.

Insights

Financial Analyst

TL;DR: Major shareholders filed a formal privatization proposal and show combined controlling stakes, making the proposal procedurally material.

The Schedule 13D/A confirms that Bo Yu and Ping An hold substantial positions in OCFT with Ping An reported at 51.7% and Bo Yu at 46.3% of outstanding ordinary shares, inclusive of exercisable call options totaling 188,061,642 shares tied to Bo Yu. The attached Scheme Document establishes concrete procedural milestones: court meeting and shareholder EGM on October 28, 2025, Grand Court hearing on November 14, 2025, and an anticipated effectiveness around November 19, 2025, if conditions are satisfied. These disclosures are material for investors because they set the timeline and show that controlling parties have filed the formal mechanism to pursue the transaction.

M&A Specialist

TL;DR: The filing delivers the formal scheme documents and schedule; this is a procedurally significant step in a privatization process.

The amendment incorporates a Scheme Document filed as an exhibit and reiterates the existence and exercisability schedule of Offshore Call Options that contribute to the reporting persons' ownership totals. The specified dates for meetings and the Grand Court hearing indicate the transaction is at an advanced documentation stage. From an M&A process standpoint, these are necessary public steps to effect a Cayman Islands scheme of arrangement and therefore materially advance the path to implementation, subject to satisfaction or waiver of conditions set out in the Scheme Document.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

09/23/2025

(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 September 19, 2025, as reported by the Issuer in the transaction statement on Form 13E-3 filed with the Securities and Exchange Commission on September 23, 2025 (the "Form 13E-3 Amendment No.3").

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 September 23, 2025, as reported on the Form 13E-3 Amendment No.3.

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. 3 (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 and Amendment No. 2 to Schedule 13D, filed by the Reporting Persons on June 26, 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 Document 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. The Scheme Document contains detailed descriptions of the Share Proposal and the Scheme (which, in substance, are being proposed on the terms previously disclosed in the Joint Announcement). The Scheme Document has been filed with the Securities and Exchange Commission as an exhibit to the transaction statement on Form 13E-3 Amendment No.3. As described in more detail in the Scheme Document, a court meeting and an extraordinary general meeting of shareholders of the Issuer are expected to be held in connection with the Share Proposal and the Scheme on October 28, 2025. The respective notices of the court meeting and the extraordinary general meeting are set out in the Scheme Document. A court hearing of the petition to sanction the Scheme is expected to be held in the Grand Court of the Cayman Islands on November 14, 2025. Subject to all the conditions of the Share Proposal and the Scheme being fulfilled or waived, as applicable, the Scheme is expected to become effective on or about November 19, 2025. This item is qualified in its entirety by reference to the Scheme Document, which is attached hereto as Exhibit 99.5 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 99.4 Scheme Document, dated September 23, 2025 (https://www.sec.gov/Archives/edgar/data/1780531/000110465925092283/tm2519685d8_ex99-a31.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:	09/25/2025

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

Signature:	/s/ Xie Yonglin
Name/Title:	Xie Yonglin/Executive Director, President and Co-CEO
Date:	09/25/2025

FAQ

What ownership stakes do Bo Yu Limited and Ping An report in OCFT?

Bo Yu Limited reports beneficial ownership of 541,138,998 ordinary shares (46.3%). Ping An reports beneficial ownership of 605,394,156 ordinary shares (51.7%), based on 1,169,980,653 shares outstanding.

What transaction is proposed in the OCFT Schedule 13D/A?

The filing attaches a Scheme Document dated September 23, 2025 proposing a privatization via a scheme of arrangement under Cayman Islands law (the Share Proposal and the Scheme).

What are the key dates disclosed for the OCFT scheme process?

The Scheme Document indicates a court meeting and extraordinary general meeting on October 28, 2025, a Grand Court hearing on November 14, 2025, and an expected effective date on or about November 19, 2025, subject to conditions.

How many shares are subject to Offshore Call Options related to Bo Yu's position?

Up to 188,061,642 ordinary shares are subject to Offshore Call Options that Bo Yu may exercise according to the stated schedule in the filing.

Where can I find the full Scheme Document for OCFT?

The Scheme Document is filed as Exhibit 99.4 (Scheme Document, dated September 23, 2025) and is available via the SEC link referenced in the filing.