F-1MEF 1 a19-12507_17f1mef.htm F-1MEF

 

As filed with the Securities and Exchange Commission on December 12, 2019.

Registration No. 333-        

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM F-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ONECONNECT FINANCIAL TECHNOLOGY CO., LTD.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s name into English)

 

 

Cayman Islands
(State or other jurisdiction of
incorporation or organization)

 

7370
(Primary Standard Industrial
Classification Code Number)

 

Not Applicable
(I.R.S. Employer
Identification No.)

 

55F, Ping An Financial Center

No. 5033 Yitian Road, Futian District

Shenzhen, Guangdong

People’s Republic of China

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive
offices)

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, N.Y. 10168

+1 (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

 

Copies to:

 

 

Jeffrey D. Karpf, Esq.
Cleary, Gottlieb, Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
+1 212-225-2000

 

Shuang Zhao, Esq.
Cleary, Gottlieb, Steen & Hamilton LLP
c/o 37th Floor, Hysan Place
500 Hennessy Road
Causeway Bay, Hong Kong
+852 2521-4122

 

Chris K.H. Lin, Esq.
Daniel Fertig, Esq.
Simpson Thacher & Bartlett LLP
35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
+852-2514-7600

 

 

Approximate date of commencement of proposed sale to the public:

as soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-234666

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company  x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

Title of each class of securities
to be registered

 

Amount of
Securities to be
Registered(2)(3)

 

Proposed Maximum
Offering Price per
Share(3)

 

Proposed Maximum
Aggregate Offering
Price(2)(3)

 

Amount of
Registration Fee(4)

 

Ordinary shares, par value US$0.00001 per share (1)

 

17,940,000

 

US$3.33

 

US$59,800,000

 

US$7,762.04

 

(1)                                  American depositary shares issuable upon deposit of ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-235321). Each American depositary share represents three ordinary shares.

(2)                                  Includes ordinary shares that are issuable upon the exercise of the underwriters’ overallotment option. Also includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purpose of sales outside the United States.

(3)                                  Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

(4)                                  Previously paid.

 

 

The registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-234666) initially filed by OneConnect Financial Technology Co., Ltd. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on November 13, 2019, which was declared effective by the Commission on December 12, 2019, including all amendments, supplements and exhibits thereto and each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.

 

The required opinions and consents are listed on an Exhibit Index attached hereto.

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, United States on December 12, 2019.

 

 

OneConnect Financial Technology Co., Ltd.

 

 

 

 

By:

/s/Wangchun Ye

 

Name:

Wangchun Ye

 

Title:

Chairman of the Board of Directors and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities indicated on December 12, 2019.

 

Signature

 

Title

 

 

 

/s/ Wangchun Ye

 

Chairman of the Board of Directors and

Wangchun Ye

 

Chief Executive Officer
(principal executive officer)

 

 

 

*

 

Director

Rong Chen

 

 

 

 

 

*

 

Director

Sin Yin Tan

 

 

 

 

 

*

 

Director

Rui Li

 

 

 

 

 

*

 

Director

Wenwei Dou

 

 

 

 

 

*

 

Director

Min Zhu

 

 

 

 

 

*

 

Director

Qi Liang

 

 

 

 

 

*

 

Director

Yaolin Zhang

 

 

 

 

 

*

 

Director

Tianruo Pu

 

 

 

 

 

*

 

Chief Financial Officer

Lo Wei Jye Jacky

 

(principal financial and accounting officer)

 

 

 

 

 

 

*By:

/s/ Wangchun Ye

 

 

Name:

Wangchun Ye
Attorney-in-fact

 

 

 

4

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of OneConnect Financial Technology Co., Ltd. has signed this registration statement or amendment in New York, United States on December 12, 2019.

 

 

 

Authorized U.S. Representative

 

 

 

Cogency Global Inc.

 

 

 

 

 

 

 

By:

/s/ Colleen De Vries

 

Name:

Colleen De Vries

 

Title:

Sr. Vice-President on behalf of Cogency Global Inc.

 

5