UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2025

 

Commission File Number: 001-39147

 

ONECONNECT FINANCIAL TECHNOLOGY CO., LTD.

(Registrant’s Name)

 

21/24F, Ping An Finance Center
No. 5033 Yitian Road, Futian District
Shenzhen, Guangdong, 518000
People’s Republic of China
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F ¨

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number Description
   
Exhibit 99.1 Announcement on the Stock Exchange of Hong Kong — Joint Announcement — Additional Non-Binding Letter of Support in Relationto (1) Pre-Conditional Proposal for the Privatisation of OneConnect Financial Technology Co., Ltd. by Way of a Scheme of Arrangement (UnderSection 86 of the Companies Act) and (2) Proposed Withdrawal of Listing of OneConnect Financial Technology Co., Ltd.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  OneConnect Financial Technology Co., Ltd.
   
  By: /s/ Dangyang Chen
  Name:   Dangyang Chen
  Title: Chairman of the Board and Chief Executive Officer
Date: June 24, 2025    

 

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Exhibit 99.1

 

HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this jointannouncement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoeverarising from or in reliance upon the whole or any part of the contents of this joint announcement.

 

Thisjoint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribefor securities of the Offeror and the Company nor is it a solicitation of any vote or approval in any jurisdiction. This joint announcementalso does not constitute any solicitation or recommendation under rules and regulations of the SEC.

 

Thisjoint announcement is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to doso would constitute a violation of the applicable laws or regulations of such jurisdiction.

 

   
  OneConnect Financial
Technology Co., Ltd.
Bo Yu Limited 壹賬通金融科技有限公司
(Incorporated in the British Virgin Islands with limited liability) (Incorporated in the Cayman Islands with limited liability)
  (Stock code: 6638)
  (NYSE Stock Ticker: OCFT)

 

JOINTANNOUNCEMENT

ADDITIONALNON-BINDING LETTER OF SUPPORT

 

INRELATION 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.

 

Financial Adviser to the Offeror

 

 

Morgan Stanley Asia Limited

 

Independent Financial Adviserto the Independent Board Committee

 

 

 

Gram Capital Limited

 

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References are made to (1) theannouncement dated May 15, 2025 jointly issued by the Offeror and the Company in relation to, among other things, the Proposal andthe Scheme (the “Rule 3.5 Announcement”), (2) the announcement dated May 16, 2025 issued by the Companyin relation to the appointment of the Independent Financial Adviser and (3) the announcement dated June 5, 2025 in relationto the delay in despatch of scheme document. Unless otherwise defined, capitalized terms used in this announcement have the same meaningsas those defined in the Rule 3.5 Announcement.

 

ADDITIONAL NON-BINDING LETTEROF SUPPORT

 

On June 20, 2025, SVFFax Subco (Singapore) Pte. Ltd. (“SVF”) executed a non-binding letter of support in respect of 11,555,097 Shares(representing approximately 0.99% of the issued share capital of the Company and approximately 3.98% of the issued share capital ofthe Company held by the Disinterested Holders respectively as at the date of this joint announcement, and all the Shares held by SVFas at the date of this joint announcement), confirming its non-binding intention to vote in favour of the resolutions proposed atthe Court Meeting and the Extraordinary General Meeting which are necessary to implement the Proposal. The Offeror received thenon-binding letter of support on June 21, 2025.

 

The non-binding letter ofsupport indicates SVF’s support of, and non-binding intention to vote in favour of the resolutions proposed at the CourtMeeting and the Extraordinary General Meeting which are necessary to implement the Proposal, but is provided instead of anirrevocable undertaking to enable SVF to maintain a level of liquidity during the offer period, such that SVF has flexibility tosell or otherwise deal in the Shares held by it during the offer period. The non-binding letter of support is not intended to createlegally binding obligations on SVF to vote in favour of the resolutions proposed at the Court Meeting and the Extraordinary GeneralMeeting which are necessary to implement the Proposal.

 

As of the date of this joint announcement:(a) the Scheme Shares subject to the non-binding letters of support in relation to the Proposal and the Scheme in total aggregateto 34,748,097 Scheme Shares; and (b) such 34,748,097 Scheme Shares in aggregate represent approximately 2.97% of the issued sharecapital of the Company and approximately 11.96% of the issued share capital of the Company held by the Disinterested Holders.

 

Further announcement(s) onthe status and progress of the Proposal and the Scheme and the despatch of the Scheme Document will be made in accordance with the ListingRules and the Takeovers Code (as the case may be) as and when appropriate.

 

Warning: Shareholders, ADSHolders and potential investors should be aware that the implementation of the Proposal and the Scheme is subject to the Pre-Conditionand the Conditions being fulfilled or waived, as applicable, and thus the Proposal may or may not be implemented and the Scheme may ormay not become effective. Shareholders, ADS Holders and potential investors should therefore exercise caution when dealing in the securitiesof the Company. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor orother professional advisers.

 

By order of the board of directors of By order of the Board
Bo YuLimited OneConnect Financial Technology Co., Ltd.
Ms. Yanmei Dong Mr. Chen Dangyang
Director Chairman of the Board and
  Chief Executive Officer

 

Hong Kong, June 24, 2025

 

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Asat the date of this joint announcement, the directors of the Offeror are Ms. Song Gao and Ms. Yanmei Dong.

 

Thedirectors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this jointannouncement (other than the information relating to the Group) and confirm, having made all reasonable enquiries, that to the best oftheir knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors in their capacity as such)have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omissionof which would make any statement in this joint announcement misleading.

 

Asat the date of this joint announcement, the executive directors of Ping An Group are Mr. Ma Mingzhe, Mr. Xie Yonglin, Mr. MichaelGuo, Ms. Fu Xin and Ms. Cai Fangfang; the non- executive directors of Ping An Group are Mr. Soopakij Chearavanont, Mr. YangXiaoping, Mr. He Jianfeng and Ms. Cai Xun; the independent non-executive directors of Ping An Group are Mr. Ng Sing Yip,Mr. Chu Yiyun, Mr. Liu Hong, Mr. Ng Kong Ping Albert, Mr. Jin Li and Mr. Wang Guangqian.

 

Thedirectors of Ping An Group jointly and severally accept full responsibility for the accuracy of the information contained in this jointannouncement (other than the information relating to the Group) and confirm, having made all reasonable inquiries, that to the best oftheir knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors in their capacity as such)have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omissionof which would make any statement in this joint announcement misleading.

 

Asat the date of this joint announcement, the board of directors of the Company comprises Mr. Chen Dangyang as the executive director,Mr. Michael Guo, Ms. Fu Xin, Mr. Dou Wenwei and Ms. Wang Wenjun as the non-executive directors and Dr. ZhangYaolin, Mr. Pu Tianruo, Mr. Chow Wing Kin Anthony and Mr. Ip Koon Wing Ernest as the independent non-executive directors.

 

TheDirectors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (otherthan the information relating to the Offeror and Ping An Group) and confirm, having made all reasonable enquiries, that to the best oftheir knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of the Offeror and of PingAn Group in their respective capacity as such) have been arrived at after due and careful consideration and there are no other facts notcontained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

 

Where the English and the Chinesetexts conflict, the English text prevails.

 

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