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
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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55F, Ping An Financial Center
No. 5033 Yitian Road, Futian District
Shenzhen, Guangdong
Peoples 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
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Chief Financial Officer
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Shuang Zhao, Esq.
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OneConnect Financial Technology Co., Ltd.
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Cleary Gottlieb Steen & Hamilton LLP
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55F, Ping An Financial Center, No. 5033 Yitian Road
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c/o 37th Floor, Hysan Place
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Futian District, Shenzhen, Guangdong
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500 Hennessy Road
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The Peoples Republic of China
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Causeway Bay, Hong Kong
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+(852) 3762-9357
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+852 2532 3783
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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
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Accelerated filer o
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Non-accelerated filer x
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Smaller reporting company o
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Emerging growth company x
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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
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Title of Securities
to be Registered(1)
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Amount to be
Registered(2)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Ordinary shares, par value US$0.00001 per share, currently subject to options outstanding under the 2019 Plan
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20,603,727
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$
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2.96
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(3)
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$
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60,987,031.92
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$
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7,916.12
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Ordinary shares, par value US$0.00001 per share, currently subject to performance share units (PSUs) outstanding under the 2019 Plan
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2,479,000
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$
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6.87
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(4)
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$
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17,030,730.00
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$
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2,210.59
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Ordinary shares, par value $0.00001 per share, currently available for issuance under the 2019 Plan
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43,088,873
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$
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6.87
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(4)
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$
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296,020,557.51
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$
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38,423.47
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Total
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66,171,600
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N/A
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$
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374,038,319.43
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$
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48,550.18
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(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 Registrants 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 Registrants 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 Registrants 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.
Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.1 to the Registrants 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 Registrants 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 registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans 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.
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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 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.
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OneConnect Financial Technology Co., Ltd.
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By:
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/s/ Wei Jye Jacky Lo
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Name:
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Wei Jye Jacky Lo
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Title:
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Chief Financial Officer
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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
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Title
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Date
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/S/ Wangchun Ye
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Chief Executive Officer, Director
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August 24, 2020
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Wangchun Ye
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(Principal Executive Officer)
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/S/ Rong Chen
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Director
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August 24, 2020
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Rong Chen
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/S/ Sin Yin Tan
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Director
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August 24, 2020
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Sin Yin Tan
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/S/ Rui Li
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Director
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August 24, 2020
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Rui Li
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/S/ Wenwei Dou
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Director
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August 24, 2020
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Wenwei Dou
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/S/ Min Zhu
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Director
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August 24, 2020
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Min Zhu
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/S/ Qi Liang
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Director
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August 24, 2020
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Qi Liang
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/S/ Yaolin Zhang
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Director
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August 24, 2020
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Yaolin Zhang
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/S/ Tianruo Pu
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Director
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August 24, 2020
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Tianruo Pu
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/s/ Wei Jye Jacky Lo
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Chief Financial Officer
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August 24, 2020
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Wei Jye Jacky Lo
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(Principal Financial and Accounting Officer)
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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.
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Authorized U.S. Representative
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Cogency Global Inc.
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President
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