OCFT OneConnect Financial Technology Co Ltd

CUSIP No. 68248T105

1.               Names of Reporting Persons.

Bo Yu 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

British Virgin Islands

Number of Shares Beneficially
Owned by

Each Reporting
Person With:

5. Sole Voting Power

398,700,000 (598,468,050 if including up to 199,768 050 ordinary shares that the Reporting Person has the right to acquire upon the exercise of the Offshore Call Options within 60 days after December 31, 2020. As of the date hereof, the Reporting Person has not acquired any ordinary shares of the Issuer through the exercise of the Offshore Call Options.)

6. Shared Voting Power

3,000,000 1

7. Sole Dispositive Power

398,700,000 (598,468,050 if including up to 199,768 050 ordinary shares that the Reporting Person has the right to acquire upon the exercise of the Offshore Call Options within 60 days after December 31, 2020. As of the date hereof, the Reporting Person has not acquired any ordinary shares of the Issuer through the exercise of the Offshore Call Options.)

8. Shared Dispositive Power          

3,000,000

9. Aggregate Amount Beneficially Owned by Each
Reporting Person

401,700,0002 (601,468,050 if including up to 199,768 050 ordinary shares that the Reporting Person has the right to acquire upon the exercise of the Offshore Call Options within 60 days after December 31, 2020. As of the date hereof, the Reporting Person has not acquired any ordinary shares of the Issuer through the exercise of the Offshore Call Options).

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

11. Percent of Class Represented by Amount in Row (9)

34.3%3 (51.4% if including 17.1% of the Issuer’s outstanding ordinary shares that the Reporting Person has the right to acquire upon the exercise of the Offshore Call Options within 60 days after December 31, 2020. As of the date hereof, the Reporting Person has not acquired any ordinary shares of the Issuer through the exercise of the Offshore Call Options.)

12. Type of Reporting Person

CO

CUSIP No. 68248T105

1.               Names of Reporting Persons.

Ping An Insurance (Group) Company of China, Ltd.

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         People’s Republic of China

Number of Shares Beneficially Owned by

Each Reporting
Person With:

5. Sole Voting Power                    

401,700,000 (601,468,050 if including up to 199,768 050 ordinary shares that Bo Yu Limited has the right to acquire upon the exercise of the Offshore Call Options within 60 days after December 31, 2020. As of the date hereof, Bo Yu Limited has not acquired any ordinary shares of the Issuer through the exercise of the Offshore Call Options).

6. Shared Voting Power                 

N/A

7. Sole Dispositive Power             

401,700,000 (601,468,050 if including up to 199,768 050 ordinary shares that Bo Yu Limited has the right to acquire upon the exercise of the Offshore Call Options within 60 days after December 31, 2020. As of the date hereof, Bo Yu Limited has not acquired any ordinary shares of the Issuer through the exercise of the Offshore Call Options).

8. Shared Dispositive Power          

N/A

9. Aggregate Amount Beneficially Owned by Each Reporting Person

401,700,000 (601,468,050 if including up to 199,768 050 ordinary shares that Bo Yu Limited has the right to acquire upon the exercise of the Offshore Call Options within 60 days after December 31, 2020. As of the date hereof, Bo Yu Limited has not acquired any ordinary shares of the Issuer through the exercise of the Offshore Call Options).

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

                 o

11. Percent of Class Represented by Amount in Row (9)

34.3%4 (51.4% if including 17.1% of the Issuer’s outstanding ordinary shares that Bo Yu Limited has the right to acquire upon the exercise of the Offshore Call Options within 60 days after December 31, 2020. As of the date hereof, Bo Yu Limited has not acquired any ordinary shares of the Issuer through the exercise of the Offshore Call Options.)

12. Type of Reporting Person     HC-CO

(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).

(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.

Date: February 11, 2021

Bo Yu Limited

By:

/s/ Shan Hu

Name: Shan Hu

Title: Director

Ping An Insurance (Group) Company of China, Ltd.

By:

/s/ Mingzhe Ma

Name: Mingzhe Ma

Title: Legal Representative

Exhibit No.

Exhibit

99.1

Joint Filing Agreement

99.2

Item 7 Information