As filed with the Securities and Exchange Commission on August 24, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ONECONNECT FINANCIAL TECHNOLOGY CO., LTD.
(Exact name of registrant as specified in its charter)
|
Cayman Islands |
|
Not Applicable |
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
55F, Ping An Financial Center
No. 5033 Yitian Road, Futian District
Shenzhen, Guangdong
People’s Republic of China
+(852) 3762-9357
(Address of Principal Executive Offices and Zip Code)
OneConnect Financial Technology Co., Ltd.
Stock Incentive Plan (Amendment and Restatement of the Stock Incentive Plan 2017)
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name and address of agent for service)
+ 1-800-221-0102
(Telephone number, including area code, of agent for service)
Copies to:
|
Wei Jye Jacky Lo |
|
|
Chief Financial Officer |
Shuang Zhao, Esq. |
|
OneConnect Financial Technology Co., Ltd. |
Cleary Gottlieb Steen & Hamilton LLP |
|
55F, Ping An Financial Center, No. 5033 Yitian Road |
c/o 37th Floor, Hysan Place |
|
Futian District, Shenzhen, Guangdong |
500 Hennessy Road |
|
The People’s Republic of China |
Causeway Bay, Hong Kong |
|
+(852) 3762-9357 |
+852 2532 3783 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer o |
Accelerated filer o |
|
|
Non-accelerated filer x |
Smaller reporting company o |
Emerging growth company x |
If an emerging growth company, 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
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|||
|
Title of Securities
|
|
Amount to be
|
|
Proposed
|
|
Proposed
|
|
Amount of
|
|
|||
|
Ordinary shares, par value US$0.00001 per share, currently subject to options outstanding under the 2019 Plan |
|
20,603,727 |
|
$ |
2.96 |
(3) |
$ |
60,987,031.92 |
|
$ |
7,916.12 |
|
|
Ordinary shares, par value US$0.00001 per share, currently subject to performance share units (“PSUs”) outstanding under the 2019 Plan |
|
2,479,000 |
|
$ |
6.87 |
(4) |
$ |
17,030,730.00 |
|
$ |
2,210.59 |
|
|
Ordinary shares, par value $0.00001 per share, currently available for issuance under the 2019 Plan |
|
43,088,873 |
|
$ |
6.87 |
(4) |
$ |
296,020,557.51 |
|
$ |
38,423.47 |
|
|
Total |
|
66,171,600 |
|
N/A |
|
$ |
374,038,319.43 |
|
$ |
48,550.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
(1) The securities to be registered hereby may be represented by American depositary shares, or ADSs, of OneConnect Financial Technology Co., Ltd (the “Registrant”). Each ADS represents three ordinary shares, par value of US$0.00001 per share, of the Registrant (the “Ordinary Shares”). The Registrant’s ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-235321).
Represent the numbers of Ordinary Shares of the Registrant (a) currently subject to options outstanding under the OneConnect Financial Technology Co., Ltd. Stock Incentive Plan (Amendment and Restatement of the Stock Incentive Plan 2017) (the “2019 Plan”), (b) currently subject to PSUs outstanding under the 2019 Plan, and (c) currently available for issuance under the 2019 Plan, are each calculated as of August 20, 2020.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the amount to be registered also includes an indeterminate number of additional Registrant’s Ordinary Shares which may be offered and issued under the 2019 Plan to prevent dilution from stock splits, stock dividends, or similar transactions as provided in the 2019 Plan.
(3) Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of computing the amount of the registration fee based on $2.96 per Ordinary Share (converted to U.S. dollars at RMB6.9501 to US$1.00, the noon buying rate on August 14, 2020 set forth in the H.10 statistical release of the U.S. Federal Reserve Board), which represents the weighted average per Ordinary Share exercise price of the options outstanding under the 2019 Plan as of August 20, 2020.
(4) Estimated in accordance with Rules 457(c) and (h) under the Securities Act, solely for the purpose of computing the amount of the registration fee based on $6.87 per Ordinary Share, which represents the average of the high and low sales prices for the Registrant’s ADSs as reported on the New York Stock Exchange on August 20, 2020, which is within five (5) business days prior to the date of this registration statement, and adjusted for the Ordinary Share-to-ADS ratio.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants in the 2019 Plan covered by this registration statement, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
(a) The Registrant’s annual report on Form 20-F (File No. 001-39147) for the year ended December 31, 2019, filed with the Commission on April 28, 2020; and
(b) The description of the Registrant’s Ordinary Shares contained in its registration statement on Form 8-A (File No. 001-39147) filed with the SEC on December 2, 2019, including any amendment and report subsequently filed for the purpose of updating that description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the effective date of this registration statement, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.
Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The Registrant’s third amended and restated memorandum and articles of association provide for indemnification of directors and officers (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including, without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.1 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-234666), the Registrant has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
The underwriting agreement, the form of which was filed as Exhibit 1.1 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-234666), also provides for indemnification of the Registrant and its officers and directors for certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index beginning on page 3 of this registration statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, That: paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
ONECONNECT FINANCIAL TECHNOLOGY CO., LTD.
EXHIBIT INDEX
|
Exhibit
|
|
Description |
|
|
|
|
|
4.1 |
|
|
|
|
|
|
|
4.2 |
|
|
|
|
|
|
|
4.3 |
|
|
|
|
|
|
|
4.4 |
|
|
|
|
|
|
|
4.5 |
|
|
|
|
|
|
|
5.1* |
|
|
|
|
|
|
|
23.1* |
|
Consent of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm |
|
|
|
|
|
23.2* |
|
|
|
|
|
|
|
24.1* |
|
Power of Attorney (included on the signature page of this registration statement) |
|
* |
Filed herewith. |
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 S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shenzhen, China on the 24th day of August, 2020.
|
|
OneConnect Financial Technology Co., Ltd. |
|
|
|
|
|
|
|
By: |
/s/ Wei Jye Jacky Lo |
|
|
Name: |
Wei Jye Jacky Lo |
|
|
Title: |
Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Wei Jye Jacky Lo as his or her attorney in fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
/S/ Wangchun Ye |
|
Chief Executive Officer, Director |
|
August 24, 2020 |
|
Wangchun Ye |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
/S/ Rong Chen |
|
Director |
|
August 24, 2020 |
|
Rong Chen |
|
|
|
|
|
|
|
|
|
|
|
/S/ Sin Yin Tan |
|
Director |
|
August 24, 2020 |
|
Sin Yin Tan |
|
|
|
|
|
|
|
|
|
|
|
/S/ Rui Li |
|
Director |
|
August 24, 2020 |
|
Rui Li |
|
|
|
|
|
|
|
|
|
|
|
/S/ Wenwei Dou |
|
Director |
|
August 24, 2020 |
|
Wenwei Dou |
|
|
|
|
|
|
|
|
|
|
|
/S/ Min Zhu |
|
Director |
|
August 24, 2020 |
|
Min Zhu |
|
|
|
|
|
|
|
|
|
|
|
/S/ Qi Liang |
|
Director |
|
August 24, 2020 |
|
Qi Liang |
|
|
|
|
|
|
|
|
|
|
|
/S/ Yaolin Zhang |
|
Director |
|
August 24, 2020 |
|
Yaolin Zhang |
|
|
|
|
|
|
|
|
|
|
|
/S/ Tianruo Pu |
|
Director |
|
August 24, 2020 |
|
Tianruo Pu |
|
|
|
|
|
|
|
|
|
|
|
/s/ Wei Jye Jacky Lo |
|
Chief Financial Officer |
|
August 24, 2020 |
|
Wei Jye Jacky Lo |
|
(Principal Financial and Accounting Officer) |
|
|
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 August 24, 2020.
|
|
Authorized U.S. Representative |
|
|
|
|
|
|
|
Cogency Global Inc. |
|
|
|
|
|
|
|
By: |
/s/ Colleen A. De Vries |
|
|
Name: |
Colleen A. De Vries |
|
|
Title: |
Senior Vice President |
Our ref LWP/735338-000001/16622229v2
OneConnect Financial Technology Co., Ltd. 壹账通金融科技有限公司
55F, Ping An Financial Center
No. 5033 Yitian Road, Futian District
Shenzhen, Guangdong
People’s Republic of China
24 August 2020
Dear Sirs
OneConnect Financial Technology Co., Ltd. 壹账通金融科技有限公司 (the “Company”)
We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”) on 24 August 2020 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 66,171,600 ordinary shares, par value US$0.00001 per share (the “Shares”), issuable by the Company upon the exercise of options and pursuant to performance share units and other awards granted or to be granted under 2019 Share Incentive Plan of the Company (Amendment and Restatement of the Share Incentive Plan adopted in 2017) (the “2019 Plan”).
For the purposes of giving this opinion, we have examined copies of the Registration Statement and the 2019 Plan. We have also reviewed copies of the third amended and restated memorandum and articles of association of the Company adopted by a special resolution passed on 16 October 2019 and effective on 17 December 2019 (the “Memorandum and Articles”) and the written resolutions/board minutes of the board of directors of the Company dated 10 September 2019 and 7 August 2020 (together, the “Resolutions”).
Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
1. The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorized.
2. When issued and paid for in accordance with the terms of the 2019 Plan and in accordance with the Resolutions, and appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable.
In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
These opinions are subject to the qualification that under the Companies Law (2020 Revision) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law (2020 Revision) directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) there is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out above, and (d) upon the issue of any Shares, the consideration received by the Company shall be not less than the par value of such Shares.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
|
Yours faithfully |
|
|
|
|
|
|
|
|
/s/ Maples and Calder (Hong Kong) LLP |
|
|
Maples and Calder (Hong Kong) LLP |
|
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of OneConnect Financial Technology Co., Ltd. of our report dated April 28, 2020 relating to the financial statements, which appears in OneConnect Financial Technology Co., Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2019.
|
/s/ PricewaterhouseCoopers Zhong Tian LLP |
|
|
|
|
|
Shenzhen, the People’s Republic of China |
|
|
August 24, 2020 |
|