0001104659-20-019628.txt : 20200213 0001104659-20-019628.hdr.sgml : 20200213 20200213060853 ACCESSION NUMBER: 0001104659-20-019628 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 GROUP MEMBERS: SBI STELLARS INVESTMENT LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONECONNECT FINANCIAL TECHNOLOGY CO., LTD. CENTRAL INDEX KEY: 0001780531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91379 FILM NUMBER: 20606780 BUSINESS ADDRESS: STREET 1: 55F, PING AN FINANCIAL CENTER STREET 2: NO. 5033 YITIAN ROAD, FUTIAN DISTRICT CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518000 BUSINESS PHONE: 86-21-2066-0625 MAIL ADDRESS: STREET 1: 55F, PING AN FINANCIAL CENTER STREET 2: NO. 5033 YITIAN ROAD, FUTIAN DISTRICT CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: StellarS Capital Ltd CENTRAL INDEX KEY: 0001803260 IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LEVEL 1901 CHEUNG KONG CENTER STREET 2: 2 QUEEN'S RD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 999077 BUSINESS PHONE: 85234695355 MAIL ADDRESS: STREET 1: LEVEL 1901 CHEUNG KONG CENTER STREET 2: 2 QUEEN'S RD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 999077 SC 13G 1 a20-7244_3sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.  )*

 

OneConnect Financial Technology Co. Ltd

(Name of Issuer)

Ordinary Shares, par value $0.00001 per share

(Title of Class of Securities)

68248T105**

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing three Ordinary Shares.  No CUSIP has been assigned to the Ordinary Shares.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

 


 

Schedule 13G

 

CUSIP No. 68248T105

 

1.

Names of Reporting Persons.
SBI StellarS Investment Limited

 

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3.

SEC Use Only

4.

 

Citizenship or Place of Organization

 

Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power

 

N/A

 

6.

Shared Voting Power

 

61,333,3321

 

7.

Sole Dispositive Power

 

N/A

 

8.

Shared Dispositive Power

 

61,333,332

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

61,333,332

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

o

11.

Percent of Class Represented by Amount in Row (9)

 

5.6%2

 

12.

Type of Reporting Person

 

CO

 

 


1  The number of Ordinary Shares beneficially owned by SBI StellarS Investment Limited represents (i) 27,333,334 Ordinary Shares held of record by SBI Stellars Fintech Fund I LP, (ii) 1,999,998 Ordinary Shares held of record by SBI Stellars Fintech Fund II LP, and (iii) 32,000,000 Ordinary Shares held of record by SBI Stellars Fintech Fund III LP. SBI StellarS Investment Limited is the general partner of SBI Stellars Fintech Fund I LP, SBI Stellars Fintech Fund II LP, and SBI Stellars Fintech Fund III LP, respectively. The registered business address of SBI Stellars Fintech Fund I LP, SBI Stellars Fintech Fund II LP and SBI Stellars Fintech Fund III LP is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

2  Percentage of ownership of Ordinary Shares herein is calculated based on the percentage of Ordinary Shares owned by the Reporting Person divided by the total of 1,097,320,644 Ordinary Shares of the Issuer outstanding as of December 31, 2019.

 

2


 

CUSIP No. 68248T105

 

1.

Names of Reporting Persons.
StellarS Capital Limited

 

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3.

SEC Use Only

4.

 

Citizenship or Place of Organization

 

Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power

 

N/A

 

6.

Shared Voting Power

 

55,199,9993

 

7.

Sole Dispositive Power

 

N/A

 

8.

Shared Dispositive Power

 

55,199,999

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

55,199,999

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

o

11.

Percent of Class Represented by Amount in Row (9)

 

5.0%4

 

12.

Type of Reporting Person

 

CO

 

 


3  The number of Ordinary Shares beneficially owned by StellarS Capital Limited is calculated based on StellarS Capital Limited’s 90% shareholding of SBI StellarS Investment Limited, which beneficially owns 61,333,332 Ordinary Shares of the Issuer.

4  Percentage of ownership of Ordinary Shares herein is calculated based on the percentage of Ordinary Shares owned by the Reporting Person divided by the total of 1,097,320,644 Ordinary Shares of the Issuer outstanding as of December 31, 2019.

 

3


 

Schedule 13G

 

CUSIP 68248T105

 

Item 1.

 

(a)

Name of Issuer:
OneConnect Financial Technology Co., Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices:
55F, Ping An Financial Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong, People’s Republic of China

 

Item 2.

 

(a)

Name of Person Filing:
SBI StellarS Investment Limited
StellarS Capital Limited

 

(b)

Address of Principal Business Office, or if none, Residence:
SBI StellarS Investment Limited: Level 1901 Cheung Kong Center, 2 Queen’s Rd, Central, Hong Kong

StellarS Capital Limited: Level 1901 Cheung Kong Center, 2 Queen’s Rd, Central, Hong Kong

 

(c)

Citizenship:
SBI StellarS Investment Limited: Cayman Islands

StellarS Capital Limited: Cayman Islands

 

(d)

Title of Class of Securities:
Ordinary Shares, par value $0.00001 per share, of the Issuer

 

(e)

CUSIP Number:
68248T105

 

CUSIP number 68248T105 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer. Each ADS represents three Ordinary Shares of the Issuer.

 

Item 3.

If this statement is filed pursuant to SS.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a8).

 

(e)

o

An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

 

Not Applicable

 

4


 

Item 4.

Ownership.

 

 

(a)

Amount beneficially owned:   

See the response to Item 9 on the attached cover pages.

 

(b)

Percentage of class:   

See the responses to Item 11 on the attached cover pages.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

See the responses to Item 5 on the attached cover pages.

 

 

(ii)

Shared power to vote or to direct the vote:    

See the responses to Item 6 on the attached cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

See the responses to Item 7 on the attached cover pages.

 

 

(iv)

Shared power to vote or to direct the disposition of:   

See the responses to Item 8 on the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certifications.

Not applicable.

 

5


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 11, 2020

 

 

 

 

SBI StellarS Investment Limited

 

 

 

By:

/s/ Zhang Mao

 

 

Name: Zhang Mao

 

 

Title: Director

 

 

 

StellarS Capital Limited

 

 

 

 

By:

/s/ Zhang Mao

 

 

Name: Zhang Mao

 

 

Title: Director

 

6


 

Exhibit Index

 

Exhibit No.

 

Exhibit

99.1

 

Joint Filing Agreement

 

7


EX-99.1 2 a20-7244_3ex99d1.htm EX-99.1

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Ordinary Shares of OneConnect Financial Technology Co., Ltd. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the undersigned acknowledges that each shall be responsible for the timely filing of amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 

Date: February 11, 2020

 

 

 

 

SBI StellarS Investment Limited

 

 

 

By:

/s/ Zhang Mao

 

 

Name: Zhang Mao

 

 

Title: Director

 

 

 

StellarS Capital Limited

 

 

 

 

By:

/s/ Zhang Mao

 

 

Name: Zhang Mao

 

 

Title: Director

 

1