OCFT OneConnect Financial Technology Co Ltd

 

 

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 January 2024

 

Commission File Number: 001-39147

 

ONECONNECT FINANCIAL TECHNOLOGY CO., LTD.

(Registrant’s Name)

 

10-14F, Block A, Platinum Towers
No.1 Tairan 7th 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 annual reports 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	OneConnect Announces Extraordinary General Meeting Results
Exhibit 99.2	Announcement — Poll Results of the Extraordinary General Meeting Held on January 16, 2024

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange 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/ Chongfeng Shen
	Name:	Chongfeng Shen
	Title:	Chairman of the Board and Chief Executive Officer
Date: January 16, 2024

 

 

Exhibit 99.1

 

OneConnect Announces Extraordinary General Meeting Results

 

SHENZHEN, China, January 16, 2024 /PRNewswire/ -- OneConnect Financial Technology Co., Ltd. (“OneConnect” or the “Company”) (NYSE: OCFT and HKEX: 6638), a leading technology-as-a-service provider for financial institutions in China, today announced the results of its extraordinary general meeting of shareholders held in Shenzhen on January 16, 2024.

 

At the meeting, the shareholders of OneConnect Financial Technology Co., Ltd. approved, ratified and/or confirmed the following resolution:

 

The share purchase agreement dated November 13, 2023 (the “Share Purchase Agreement”) entered into among Lufax Holding Ltd (“Lufax”), OneConnect Financial Technology Co., Ltd. (“OneConnect”) and Ping An OneConnect Bank (Hong Kong) Limited (“PAOB”), pursuant to which OneConnect conditionally agreed to sell, and Lufax conditionally agreed to acquire PAOB through transferring the entire issued share capital of Jin Yi Tong Limited, a company which indirectly holds 100% of the issued share capital of PAOB at a consideration of HK$933,000,000 be and is hereby approved, ratified and confirmed; and any one Director of the Company be and is hereby authorized, in his or her absolute discretion deemed appropriate or expedient and in the interests of the Company and its shareholders as a whole, to do all such acts and things which he/she may consider necessary, desirable or expedient to implement the transactions contemplated under the Share Purchase Agreement and completion thereof.

 

About OneConnect

 

OneConnect Financial Technology Co., Ltd. is a technology-as-a-service provider for financial services industry. The Company integrates extensive financial services industry expertise with market-leading technology to provide technology applications and technology-enabled business services to financial institutions. The integrated solutions and platform the Company provides include digital banking solution, digital insurance solution and Gamma Platform, which is a technology infrastructural platform for financial institutions. The Company’s solutions enable its customers’ digital transformations, which help them improve efficiency, enhance service quality, and reduce costs and risks.

 

The Company has established long-term cooperation relationships with financial institutions to address their needs of digital transformation. The Company has also expanded its services to other participants in the value chain to support the digital transformation of financial services eco-system. In addition, the Company has successfully exported its technology solutions to overseas financial institutions.

 

For more information, please visit ir.ocft.com.

 

Contacts

 

Investor Relations:

 

OCFT IR Team

OCFT_IR@ocft.com

 

Media Relations:

 

Frank Fu

pub_jryztppxcb@pingan.com.cn

 

 

Exhibit 99.2

 

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

 

 

 

OneConnect Financial Technology Co., Ltd.

壹賬通金融科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6638)

(NYSE Stock Ticker: OCFT)

 

POLL RESULTS OF THE EXTRAORDINARY GENERAL
MEETING HELD ON JANUARY 16, 2024

 

The Board is pleased to announce that the resolution proposed at the EGM held on January 16, 2024 was duly passed by the Independent Shareholders as an ordinary resolution by way of poll.

 

Reference is made to the Notice of Extraordinary General Meeting (the “EGM”) dated December 5, 2023 (the “Notice”) and the circular to holders of the Company’s Shares (the “Shareholders”) dated December 5, 2023 (the “Circular”) of OneConnect Financial Technology Co., Ltd. (the “Company”). Unless otherwise required by the context, capitalized terms used in this announcement shall have the same meanings as defined in the Circular and the Notice.

 

POLL RESULTS OF THE EGM

 

The board of directors (the “Board”) of the Company is pleased to announce that the EGM was held on January 16, 2024 at 24F, Ping An Finance Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong. The resolution at the EGM was duly passed by the Independent Shareholders as an ordinary resolution by way of poll.

 

As of the Share Record Date, the total number of issued Shares was 1,169,980,653 Shares (including 81,307,530 Shares issued to the depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our Stock Incentive Plan).

 

 

(i) Bo Yu and Ping An Insurance Overseas (both of which are subsidiaries of Ping An Insurance) and (ii) Rong Chang Limited (which is held as to 50% each as nominee shareholders by Mr. Wenwei Dou and Ms. Wenjun Wang) were each considered to have material interests in the Disposal. As at the date of the EGM, (i) Bo Yu and Ping An Insurance Overseas together held 375,764,724 Shares (representing approximately 32.12% of the total issued share capital of the Company); and (ii) Rong Chang Limited was directly interested in 197,015,946 Shares (representing approximately 16.84% of the total issued share capital of the Company). Accordingly, Bo Yu, Ping An Insurance Overseas and Rong Chang Limited had abstained from voting on the resolution at the EGM. Save and except for the aforesaid, there was no Shareholder who was required under the Listing Rules to abstain from voting on the resolution proposed at the EGM and no Shareholder who was entitled to attend the EGM but was required to abstain from voting in favor of the resolution at the EGM pursuant to Rule 13.40 of the Listing Rules. No Shareholder has indicated in the Circular that he or she intends to vote against or in abstention in respect of the resolution proposed at the EGM.

 

Accordingly, Independent Shareholders holding a total of 515,892,453 Shares were entitled to attend and vote for or against the resolution at the EGM.

 

In accordance with the provisions of the Listing Rules, voting on the resolution at the EGM was conducted by way of poll in accordance with the requirements of the articles of association of the Company. The poll results in respect of the resolution proposed at the EGM were as follows:

 

Ordinary Resolution	Number of Votes Cast and Percentage (%)
	For	Against
The share purchase agreement dated November 13, 2023 (the “Share Purchase Agreement”) entered into among Lufax Holding Ltd (“Lufax”), OneConnect Financial Technology Co., Ltd. (“OneConnect”) and Ping An OneConnect Bank (Hong Kong) Limited (“PAOB”), pursuant to which OneConnect conditionally  agreed  to  sell,  and  Lufax  conditionally  agreed to acquire PAOB through transferring the entire issued share capital of Jin Yi Tong Limited, a company which indirectly holds 100% of the issued share capital of PAOB at a consideration of HK$933,000,000 be and is hereby approved, ratified and confirmed; and any one Director of the Company be and is hereby authorized, in his or her absolute discretion deemed appropriate or expedient and in the interests of the Company and its shareholders as a whole, to do all such acts and things which he/she may consider necessary, desirable or expedient to implement the transactions contemplated under the Share Purchase Agreement and completion thereof.	483,766,105	389,040
	99.9%	0.1%
As more than 50% of the votes were cast in favor of the resolution, the resolution was duly passed as an ordinary resolution.

 

 

The Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the EGM. All directors of the Company attended the EGM in person or by electronic means.

 

	By order of the Board
	OneConnect Financial Technology Co., Ltd.
	Mr. Chongfeng Shen
	Chairman of the Board and Chief Executive Officer

 

Hong Kong, January 16, 2024

 

As at the date of this announcement, the board of directors of the Company comprises Mr. Chongfeng Shen as the executive director, Mr. Michael Guo, Ms. Xin Fu, Mr. Wenwei Dou and Ms. Wenjun Wang as the non-executive directors and Dr. Yaolin Zhang, Mr. Tianruo Pu, Mr. Wing Kin Anthony Chow and Mr. Koon Wing Ernest Ip as the independent non-executive directors.

 

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