SEC Comment Letter 0000000000-23-008105 to ONECONNECT FINANCIAL TECHNOLOGY CO., LTD. (OCFT) (CIK 0001780531)
ONECONNECT FINANCIAL TECHNOLOGY CO., LTD. (OCFT) (CIK 0001780531)
Date: July 28, 2023 · CIK: 0001780531 · Accession: 0000000000-23-008105
AI Filing Summary & Sentiment
File numbers found in text: 001-39147
Letter
United States securities and exchange commission logo July 28, 2023 Yongtao Luo Chief Financial Officer OneConnect Financial Technology Co., Ltd. 10-14F, Block A, Platinum Towers, No.1 Tairan 7th Road Futian District, Shenzhen, Guangdong, 518000 The People’s Republic of China Re:OneConnect Financial Technology Co., Ltd. Form 20-F for the Fiscal Year Ended December 31, 2022 File No. 001-39147 Dear Yongtao Luo: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 184 1.We note your statement that you reviewed the Company’s register of members and public filings made by its shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). 2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your
FirstName LastNameYongtao Luo Comapany NameOneConnect Financial Technology Co., Ltd. July 28, 2023 Page 2 FirstName LastName Yongtao Luo OneConnect Financial Technology Co., Ltd. July 28, 2023 Page 2 determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure. 3.We note that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong Kong and countries outside China. Please note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities in your supplemental response. •With respect to (b)(3) and (b)(5), please provide the required information for you and all of your consolidated foreign operating entities in your supplemental response. 4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our best knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jimmy McNamara at 202-551-7349 or Christopher Dunham at 202-551- 3783 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Shuang Zhao
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United States securities and exchange commission logo
July 28, 2023
Yongtao Luo
Chief Financial Officer
OneConnect Financial Technology Co., Ltd.
10-14F, Block A, Platinum Towers, No.1 Tairan 7th Road
Futian District, Shenzhen, Guangdong, 518000
The People’s Republic of China
Re:OneConnect Financial Technology Co., Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-39147
Dear Yongtao Luo:
We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 184
1.We note your statement that you reviewed the Company’s register of members and public
filings made by its shareholders in connection with your required submission under
paragraph (a). Please supplementally describe any additional materials that were
reviewed and tell us whether you relied upon any legal opinions or third party
certifications such as affidavits as the basis for your submission. In your response, please
provide a similarly detailed discussion of the materials reviewed and legal opinions or
third party certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
FirstName LastNameYongtao Luo
Comapany NameOneConnect Financial Technology Co., Ltd.
July 28, 2023 Page 2
FirstName LastName
Yongtao Luo
OneConnect Financial Technology Co., Ltd.
July 28, 2023
Page 2
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have
subsidiaries in Hong Kong and countries outside China. Please note that Item 16I(b)
requires that you provide disclosures for yourself and your consolidated foreign operating
entities, including variable interest entities or similar structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Jimmy McNamara at 202-551-7349 or Christopher Dunham at 202-551-
3783 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Shuang Zhao