As filed with the Securities and Exchange Commission on October 23, 2020

Registration No. 333-248252

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

POST-EFFECTIVE AMENDMENT NO.1

TO

 

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

 

Not Applicable

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

55F, Ping An Financial Center
No. 5033 Yitian Road, Futian District
Shenzhen, Guangdong
People’s Republic of China
+(852) 3762-9357

 

(Address of Principal Executive Offices and Zip Code)

 

 


 

OneConnect Financial Technology Co., Ltd.
2017 Stock Incentive Plan (Amended and Restated on September 10, 2019, further Amended and Restated on September 28, 2020)

(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
Chief Financial Officer
OneConnect Financial Technology Co., Ltd.
55F, Ping An Financial Center, No. 5033 Yitian Road
Futian District, Shenzhen, Guangdong
The People’s Republic of China
+(852) 3762-9357

 

Shuang Zhao, Esq.
Cleary Gottlieb Steen & Hamilton LLP
c/o 37th Floor, Hysan Place
500 Hennessy Road
Causeway Bay, Hong Kong
+852 2532 3783

 

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

Accelerated filer o

 

Non-accelerated filer x

Smaller reporting company o

Emerging growth company x

 

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

 

 

 


 

EXPLANATORY NOTE

 

OneConnect Financial Technology Co., Ltd. hereby amends its registration statement on form S-8 (registration No. 333-248252) by filing this post-effective amendment No. 1 to include the Stock Incentive Plan (amendment and restatement of the Stock Incentive Plan 2017, which was further amended and restated on September 28, 2020) of OneConnect Financial Technology Co., Ltd. The amended and restated 2017 Stock Incentive Plan of OneConnect Financial Technology Co., Ltd is filed herewith as Exhibit 4.2 and replaces Exhibit 4.2 of the initial registration statement.  No additional securities are being registered.

 

1


 

Item 8. Exhibits

 

Exhibit
Number

 

Description

 

 

 

4.2*

 

English translation of 2017 Stock Incentive Plan (amended and restated on September 10, 2019, further amended and restated on September 28, 2020) of the Registrant

 


*              Filed herewith.

 

2


 

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 23rd day of October, 2020.

 

 

OneConnect Financial Technology Co., Ltd.

 

 

 

By:

/s/ Wei Jye Jacky Lo

 

Name:

Wei Jye Jacky Lo

 

Title:

Chief Financial Officer

 

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

 

Title

 

Date

 

 

 

 

 

*

 

Chief Executive Officer, Director

 

October 23, 2020

Wangchun Ye

 

(Principal Executive Officer)

 

 

 

 

 

 

 

*

 

 

 

 

Rong Chen

 

Director

 

October 23, 2020

 

 

 

 

 

*

 

 

 

 

Sin Yin Tan

 

Director

 

October 23, 2020

 

 

 

 

 

*

 

 

 

 

Rui Li

 

Director

 

October 23, 2020

 

 

 

 

 

*

 

 

 

 

Wenwei Dou

 

Director

 

October 23, 2020

 

 

 

 

 

*

 

 

 

 

Min Zhu

 

Director

 

October 23, 2020

 

 

 

 

 

*

 

 

 

 

Qi Liang

 

Director

 

October 23, 2020

 

 

 

 

 

*

 

 

 

 

Yaolin Zhang

 

Director

 

October 23, 2020

 

 

 

 

 

*

 

 

 

 

Tianruo Pu

 

Director

 

October 23, 2020

 

 

 

 

 

/s/ Chow Wing Kin Anthony

 

 

 

 

Chow Wing Kin Anthony

 

Director

 

October 23, 2020

 

 

 

 

 

/s/ Wei Jye Jacky Lo

 

Chief Financial Officer

 

October 23, 2020

Wei Jye Jacky Lo

 

(Principal Financial and Accounting Officer)

 

 

 

*By:

/s/ Wei Jye Jacky Lo

 

 

Name: Wei Jye Jacky Lo

 

 

Attorney-in-fact

 

 

3


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