F-6 POS 1 tm2228797d3_f6pos.htm F-6 POS

 

As filed with the U.S. Securities and Exchange Commission on November 30, 2022 

Registration No.  333-244148 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR 

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

 

 

 

ONECONNECT FINANCIAL TECHNOLOGY CO., LTD. 

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A 

(Translation of issuer's name into English)

 

Cayman Islands 

(Jurisdiction of incorporation or organization of issuer)

 

JPMORGAN CHASE BANK, N.A. 

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11, New York, New York 10179 

Telephone: +1-800- 990-1135 

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

 

 

 

Cogency Global Inc. 

122 East 42nd Street, 18th Floor 

New York, NY 10168 

Telephone: +1-800-221-0102 

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to: 

JPMorgan Chase Bank, N.A.

383 Madison Avenue, Floor 11

New York, New York 10179

Telephone: +1-800-990-1135

 

Scott R. Saks, Esq.

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019-6022

Telephone: +1-212-318-3151

 

It is proposed that this filing become effective under Rule 466 

x immediately upon filing 

¨ on (Date) at (Time)

 

If a separate registration statement has been filed to register the deposited shares, check the following box. þ

 

CALCULATION OF REGISTRATION FEE 

Title of Each Class of

Securities to be Registered

Amount

to be Registered

Proposed Maximum
Aggregate Price Per
Unit (1)

Proposed Maximum

Aggregate Offering
Price (2)

Amount of

Registration Fee

American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing thirty (30) ordinary shares, par value US$0.00001 per ordinary share, of OneConnect Financial Technology Co., Ltd. N/A N/A N/A N/A

(1)Each unit represents one American Depositary Share.
(2)Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

 

 

PART I 

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6, which is incorporated herein by reference.

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CROSS REFERENCE SHEET

 

 

 

Item Number and Caption

 

Location in Form of American Depositary
Receipt Filed Herewith as Prospectus

     
(1) Name and address of Depositary   Introductory paragraph and bottom of face of American Depositary Receipt
(2) Title of American Depositary Receipts and identity of deposited securities Terms of Deposit:   Face of American Depositary Receipt, top center
  (i) Amount of deposited securities represented by one unit of American Depositary Shares   Face of American Depositary Receipt, upper right corner
  (ii) Procedure for voting, if any, the deposited securities   Paragraphs (6), (11) and (12)
  (iii) Collection and distribution of dividends   Paragraphs (4), (5), (7), (10), (11) and (13)
  (iv) Transmission of notices, reports and proxy soliciting material   Paragraphs (3), (8), (11) and (12)
  (v) Sale or exercise of rights   Paragraphs (4), (5), (7) and (10)
  (vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization   Paragraphs (3), (4), (5), (7), (10), (11) and (13)
  (vii) Amendment, extension or termination of the Deposit Agreement   Paragraphs (15), (16) and (17)
  (viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs   Paragraph (3)
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Paragraphs (1), (2), (4), (5) and (6)
  (x) Limitation upon the liability of the Depositary   Paragraphs (14), (17), (19) and (20)
         
(3) Fees and Charges   Paragraph (7)

  

 

Item 2. AVAILABLE INFORMATION

 

 

Item Number and Caption

  Location in Form of American Depositary 
Receipt Filed Herewith as Prospectus
     
OneConnect Financial Technology Co., Ltd. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission.  These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549.   Paragraph (8)

 

 

PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1)Deposit Agreement. Deposit Agreement, dated as of December 12, 2019, among OneConnect Financial Technology Co., Ltd. (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the “Deposit Agreement”). Previously filed.

 

(a)(2)Form of Amendment No. 1 to the Deposit Agreement. Form of Amendment No. 1 to the Deposit Agreement, including the Form of ADR attached as Exhibit A thereto. Filed herewith

 

(b)Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable

 

(c)Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

 

(d)Opinion of counsel to the Depositary as to the legality of the securities being registered. Previously filed.

 

(e)Certification under Rule 466. Filed herewith as Exhibit (e).

 

(f)Power of Attorney of certain officers and directors of the Company. Set forth on the signature page hereto.

 

Item 4. UNDERTAKINGS

 

(a)The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement (the “Deposit Agreement”), among OneConnect Financial Technology Co., Ltd., JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on November 30, 2022.

 

  Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

 

By:JPMORGAN CHASE BANK, N.A., solely in its capacity as Depositary

 

    By: /s/ Lisa M. Hayes .
      Name: Lisa M. Hayes
      Title:   Vice President

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, OneConnect Financial Technology Co., Ltd. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Shenzhen, China, on November 30, 2022.

 

  ONECONNECT FINANCIAL TECHNOLOGY CO., LTD.

 

  By: /s/ Chongfeng Shen .
    Name:    Chongfeng Shen
    Title:      Chairman of the Board and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chongfeng Shen and 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.

 

Under the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons on November 30, 2022, in the capacities indicated.

 

 

SIGNATURES

 

Signature     Title  
     
/s/ Chongfeng Shen   Chairman of the Board and Chief Executive Officer
Chongfeng Shen   (principal executive officer)
     
/s/ Rong Chen   Director
Rong Chen    
     
/s/ Sin Yin Tan   Director
Sin Yin Tan    
     
/s/ Wenwei Dou   Director
Wenwei Dou    
     
    Director
Min Zhu    
     
/s/ Wenjun Wang   Director
Wenjun Wang    
     
/s/ Yaolin Zhang   Director
Yaolin Zhang    
     
    Director
Tianruo Pu    
     
    Director
Wing Kin Anthony Chow    
     
    Director
Ernest Ip    
     
    Director
Xin Fu    
     
/s/ Yongtao Luo   Chief Financial Officer
Yongtao Luo   (principal financial and accounting officer)

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of OneConnect Financial Technology Co., Ltd., has signed this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in the City of New York, State of New York, on November 30, 2022.

 

  Authorized U.S. Representative

 

  Cogency Global Inc.

 

  By: /s/ Colleen A. De Vries
  Name: Colleen A. De Vries
  Title: Senior Vice President

 

 

INDEX TO EXHIBITS

 

Exhibit
Number
   
(a)(2)   Form of Amendment No. 1 to the Deposit Agreement among OneConnect Financial Technology Co., Ltd., JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the Form of ADR attached as Exhibit A thereto.
     
(e)   Rule 466 Certification.