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
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,
FirstName LastNameYongtao Luo
Division of Corporation
Finance
Comapany NameOneConnect Financial Technology Co., Ltd.
Disclosure Review Program
July 28, 2023 Page 2
cc: Shuang Zhao
FirstName LastName