OneConnect Financial Technology Co., Ltd. (“OneConnect” or the “Company”) (NYSE: OCFT), a leading technology-as-a-service provider for financial institutions in China, today announced the proposed dual primary listing of its ordinary shares, par value US$0.00001 per share (the “Shares”) by way of introduction on the Main Board of The Stock Exchange of Hong Kong Limited (the “SEHK”). The Company’s American depositary shares (the “ADSs”), each representing three Shares, will continue to be primarily listed and traded on the New York Stock Exchange (the “NYSE”).
The Company has received a letter of in-principle approval to the listing application from the SEHK on June 28, 2022 (Beijing/Hong Kong Time) for the dual primary listing of the Shares on the Main Board of the SEHK (the “Proposed Listing”). Subject to the final listing approval from the SEHK, the Shares are expected to commence trading on the Main Board of the SEHK on July 4, 2022 (Beijing/Hong Kong Time) under the stock code “6638”. The Shares will be traded in board lots of 500 Shares. In connection with the Company’s expected listing on the SEHK, the Company’s depositary facility for its ADSs is expected to be closed for the deposits of its Shares and will re-open on November 14, 2022.
As discussed in its press release on June 21, 2022, the Company has made arrangements to facilitate the conversion of its ADSs to Shares trading in Hong Kong in connection with the Proposed Listing (the “Batch-Conversions”). The estimated time set out therein for the Shares converted under the first batch of the Batch-Conversions being transferred to the designated Hong Kong’s Central Clearing and Settlement System (the “CCASS”) participant stock account is based on the assumption that the relevant transferring shareholder will deposit the Shares into his or her respective designated CCASS participant stock account promptly upon receiving the physical share certificates issued in his or her name. The actual time when the Shares will be available in the designated CCASS participant stock accounts will depend on the actual processing time required for completing such deposit procedures within CCASS, which may take up to approximately ten (10) business days.
The Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. Unless they are registered, the Shares may be offered only in transactions that are exempt from registration under the Securities Act, or the securities laws of any other jurisdiction. This press release shall not constitute an offer to sell or the solicitation of an offer or an invitation to buy any securities of the Company, nor shall there be any offer or sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates”, “confident” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s limited operating history in the technology-as-a-service for financial institutions industry; its ability to achieve or sustain profitability; the tightening of laws, regulations or standards in the financial services industry; the Company’s ability to comply with the evolving regulatory requirements in the PRC and other jurisdictions where it operates; its ability to comply with existing or future laws and regulations related to data protection or data security; its ability to maintain and enlarge the customer base or strengthen customer engagement; its ability to maintain its relationship with Ping An Group, which is its strategic partner, most important customer and largest supplier; its ability to compete effectively to serve China’s financial institutions; the effectiveness of its technologies, its ability to maintain and improve technology infrastructure and security measures; its ability to protect its intellectual property and proprietary rights; risks of defaults by borrowers under the loans for which the Company provided credit enhancement under its legacy credit management business; its ability to maintain or expand relationship with its business partners and the failure of its partners to perform in accordance with expectations; its ability to protect or promote its brand and reputation; its ability to timely implement and deploy its solutions; its ability to obtain additional capital when desired; litigation and negative publicity surrounding China-based companies listed in the U.S.; disruptions in the financial markets and business and economic conditions; the Company’s ability to pursue and achieve optimal results from acquisition or expansion opportunities; the duration of the COVID-19 outbreak, including the emergence of COVID variants, and its potential impact on the Company’s business and financial performance; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.