M&A - Bo Yu Ltd

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-26

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925062800

Filing Summary: Amendment No. 2 to Schedule 13D details the update regarding Bo Yu Limited's holdings and options related to OneConnect Financial Technology Co., Ltd. Bo Yu holds 353,077,356 Ordinary Shares and may acquire an additional 188,061,642 shares through Offshore Call Options, which can be partially exercised within specified timeframes. An update includes a non-binding letter of support from SVF Fax Subco regarding a proposal for the privatization of OneConnect, representing 0.99% of the company's issued share capital. The amendment also reflects updates to management including the addition of Xu, Jing as Chief Compliance Officer. The document consolidates previous filings and confirms that no new transactions have been conducted by the Reporting Persons since the original filing, ensuring clarity around ownership and rights pertaining to the Ordinary Shares as they relate to the ongoing privatization discussions.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925049790

Filing Summary: On May 15, 2025, Bo Yu Limited announced a proposal for the privatization of OneConnect Financial Technology Co., Ltd. through a scheme of arrangement. Under this plan, Bo Yu requested the board of directors to present a proposal for the illicit of shareholders, excluding shares held by Bo Yu, to cancel their shares in exchange for HK$2.068 per share. Holders of American Depositary Shares (ADSs), which each represent 30 ordinary shares, will receive the cash equivalent based on the cancellation price. The proposal is conditional upon approval and will require the withdrawal of the listing of ordinary shares on the Stock Exchange of Hong Kong (HKSE) and the withdrawal of ADS listings on the NYSE if implemented. The potential timeline for exercising call options associated with shares and ADRs is included in the amendment. If the Scheme does not receive approval, the current listings will remain unchanged. The document consists of further insights into the corporate structure of the shareholders involved, particularly Ping An Insurance (Group) Company of China, Ltd., and updates on the directorship of the involved corporations.

Form Type: SCHEDULE 13D

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925021530

Filing Summary: On March 1, 2025, Bo Yu Limited submitted a preliminary non-binding indicative proposal to acquire all outstanding Ordinary Shares of OneConnect Financial Technology Co., Ltd., which it does not already own. The acquisition is proposed to be conducted through a court-sanctioned scheme of arrangement in the Cayman Islands, with a Cancellation Price of HK$2.068 per share, equivalent to approximately US$7.98 per American Depository Share (ADS). This proposal requires the approval of at least 75% of disinterested shareholders during a general meeting, with a stipulation that no more than 10% vote against it. On March 3, 2025, OneConnect Financial Technology announced that it had received this indicative proposal. Bo Yu does not plan to revise the Cancellation Price and has stated that if the process advances to a firm offer, confirmed intentions regarding the Cancellation Price would be communicated. However, the indicative proposal remains preliminary and non-binding, and no certainty exists that it will evolve into any formal offer or transaction.