OneConnect in Privatization by Ping An Subsidiary

December 15, 2025

Cleary Gottlieb represented OneConnect Financial Technology Co. Ltd. (OneConnect) in its privatization by Bo Yu Limited, an indirect wholly owned subsidiary of Ping An Insurance Group, through a scheme of arrangement valued at approximately $217.38 million.

The transaction marks the first privatization of a dual-primary issuer listed on both the Hong Kong Stock Exchange and the New York Stock Exchange since 2010. It required navigating complex regulatory frameworks across two major financial centers, coordinating Hong Kong scheme of arrangement procedures with U.S. securities law requirements, including compliance with the Hong Kong Takeovers Code and Rule 13e-3 under the U.S. Securities Exchange Act of 1934.

Transaction Highlights:

  • Historic Dual-Listing Privatization: First privatization of a dual-primary issuer listed on both HKEX and NYSE since 2010.
  • Cross-Border Regulatory Coordination: Successfully navigated complex regulatory requirements across Hong Kong and U.S. jurisdictions, including the Hong Kong Takeovers Code and Rule 13e-3 under the U.S. Securities Exchange Act of 1934.
  • Long-Standing Client Relationship: Cleary has advised OneConnect throughout its capital markets journey, from its U.S. IPO and NYSE listing, follow-on offering, to dual-primary HKEX listing.

Cleary has a long-standing relationship with OneConnect, having previously advised on its initial public offering and NYSE listing, as well as its dual-primary listing by way of introduction on the Hong Kong Stock Exchange.

OneConnect is a leading technology-as-a-service platform for financial institutions in China, offering cloud-based solutions across banking, insurance, and investment sectors. Upon completion, OneConnect will become a wholly owned subsidiary of Bo Yu Limited, and its shares will be delisted from both the Hong Kong Stock Exchange and the New York Stock Exchange.

The Cleary team was led by partners Freeman Chan, Denise Shiu, Shuang Zhao, and Miao Zhang, with support from senior attorneys Keri Gu and Zizhen Chen, and associates Eva Hong and Lei Zhang.