As filed with the Securities and Exchange Commission on May 31, 2022
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 incorporation or organization) |
(I.R.S. Employer Identification Number) |
5F, Ping An Financial Center
No. 5033 Yitian Road, Futian District
Shenzhen, Guangdong
People’s Republic of China
+(852) 3757-9718
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
OneConnect Financial Technology Co., Ltd.
2017 Stock Incentive Plan (Amended and Restated on September 10, 2019, further Amended and Restated on September 28, 2020)
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1-800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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 | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
| Emerging growth company | ¨ | |||||
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. ¨
Copies to:
|
Yongtao Luo Chief Financial Officer OneConnect Financial Technology Co., Ltd. 55F, Ping An Financial Center, No. 5033 Yitian Road Futian District, Shenzhen, Guangdong The People’s Republic of China +(852) 3757-9718 |
Shuang Zhao, Esq. Cleary Gottlieb Steen & Hamilton LLP c/o 37th Floor, Hysan Place 500 Hennessy Road Causeway Bay, Hong Kong +852 2532 3783 |
EXPLANATORY NOTE
On May 25, 2022, OneConnect Financial Technology Co., Ltd. (the “Company”) approved the increase of the number of ordinary shares available for award grant purpose under its 2017 Stock Incentive Plan by 23,399,613. This Registration Statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering these 23,399,613 additional ordinary shares that are reserved for issuance at any time and from time to time under the 2017 Stock Incentive Plan. These 23,399,613 ordinary shares are additional securities of the same class as other securities of the Company for which the original S-8 Registration Statement was filed with the Commission on August 24, 2020 (file number: 333-248252), as amended on October 23, 2020 (the “Original S-8 Registration Statement”) and were not previously registered under the Original S-8 Registration Statement. Previously an aggregate of 66,171,600 ordinary shares in the capital of the Registrant were registered for issuance pursuant to the Original S-8 Registration Statement. As such, the total number of ordinary shares which may be issued under the 2017 Stock Incentive Plan is 89,571,213 ordinary shares including 23,399,613 ordinary shares being registered in this Registration Statement.
In accordance with General Instruction E to Form S-8, the contents of the Original Registration Statements are incorporated herein by reference, except as otherwise set forth herein.
PART II
INFORMATION REQUIRED IN THE 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 fiscal year ended December 31, 2021, filed with the Commission on March 31, 2022; |
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 (the “Exchange Act”), after the date of this registration statement and 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 8. Exhibits
See the Exhibit Index included herein.
EXHIBIT INDEX
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Shenzhen, China, on May 31, 2022.
| OneConnect Financial Technology Co., Ltd. | ||
| By: |
/s/ Chongfeng Shen | |
| Name: | Chongfeng Shen | |
| Title: | Chief Executive Officer and Director | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yongtao Luo as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully 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 dated indicated.
| Signature | Title | Date | ||
|
/s/ Wangchun Ye |
Chairman of the Board of Directors and Director | May 31, 2022 | ||
| Wangchun Ye | ||||
|
/s/ Chongfeng Shen |
Chief Executive Officer and Director (principal executive officer) |
May 31, 2022 | ||
| Chongfeng Shen | ||||
| /s/ Rong Chen | Director | May 31, 2022 | ||
|
Rong Chen
|
||||
| /s/ Sin Yin Tan | Director | May 31, 2022 | ||
| Sin Yin Tan | ||||
|
/s/ Wenwei Dou |
Director | May 31, 2022 | ||
| Wenwei Dou | ||||
|
/s/ Min Zhu |
Director | May 31, 2022 | ||
| Min Zhu | ||||
|
/s/ Wenjun Wang |
Director | May 31, 2022 | ||
| Wenjun Wang | ||||
| /s/ Yaolin Zhang | Director | May 31, 2022 | ||
| Yaolin Zhang | ||||
| /s/ Tianruo Pu | Director | May 31, 2022 | ||
| Tianruo Pu | ||||
| /s/ Wing Kin Anthony Chow | Director | May 31, 2022 | ||
| Wing Kin Anthony Chow | ||||
| /s/ Ernest Ip | Director | May 31, 2022 | ||
| Ernest Ip | ||||
|
/s/ Yongtao Luo |
Chief Financial Officer (principal financial and accounting officer) |
May 31, 2022 | ||
| Yongtao Luo | ||||
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 thereto in New York, United States on May 31, 2022.
| Authorized U.S. Representative | ||
| Cogency Global Inc. | ||
| By: |
/s/ Colleen A. De Vries | |
| Name: | Colleen A. De Vries | |
| Title: | Sr. Vice President on behalf of Cogency Global Inc. | |
Exhibit 5.1
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
May 31, 2022
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 27 May 2022 (the "Registration Statement") relating to the registration under the United States Securities Act of 1933, as amended, (the "Securities Act") of 23,399,613 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 under the 2017 Stock Incentive Plan (amended and restated on 10 September 2019, further amended and restated on 28 September 2020) (the “Plan”).
For the purposes of giving this opinion, we have examined copies of the Registration Statement and the 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 25 May 2022 (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 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 Act (As Revised) 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 Act (As Revised) 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, and (c) 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
Exhibit 23.1
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 March 31, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in OneConnect Financial Technology Co., Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2021.
| /s/ PricewaterhouseCoopers Zhong Tian LLP | |
| Shenzhen, the People’s Republic of China | |
| May 31, 2022 |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
OneConnect Financial Technology Co., Ltd.
(Exact name of registrant as specified in its charter)
Table 1 – Newly Registered Securities
| Security Type | Security Class Title | Fee
Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Share | Maximum Price | Fee Rate | Amount
of Registration fee | |||||||||||||||
| Equity | Ordinary Shares, par value $0.00001 per share(1) | Rule 457(c) and (h) | 23,399,613 | (2) | $ | 0.4525 | $ | 10,588,324.90 | (3) | $92.70 per $1,000,000 | $ | 981.54 | ||||||||||
| Total Offering Amount | $ | 10,588,324.90 | $ | 981.54 | ||||||||||||||||||
| Total Fee Offsets | — | |||||||||||||||||||||
| Net Fee Due | $ | 981.54 | ||||||||||||||||||||
| (1) | These shares may be represented by the Registrant’s American depositary shares (“ADSs”), each of which represents three ordinary shares. The Registrant’s ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-235321). |
| (2) | Represents ordinary shares issuable upon exercise of options and pursuant to other awards granted under the 2017 Stock Incentive Plan (Amended and Restated on September 10, 2019, further Amended and Restated on September 28, 2020) (the “Plan”). In accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement will also cover an indeterminate number of additional ordinary shares that become issuable under the Plan to prevent dilution resulting from any stock dividend, stock split, recapitalization or similar transaction. |
| (3) | The corresponding proposed maximum offering price per share is estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$1.3575 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on The New York Stock Exchange on May 25, 2022, which is within five (5) business days prior to the date of this registration statement, and adjusted for ADS to ordinary shares ratio. |