OCFT(OCFT) - 2020 Q4 - Annual Report

PART I ITEM 3. KEY INFORMATION This section presents selected consolidated financial data for the fiscal years 2018 through 2020, including income statements, balance sheets, and cash flow statements prepared under IFRS, alongside a detailed analysis of significant risks A. Selected Financial Data The company provides selected consolidated financial data for 2018-2020, derived from audited IFRS financial statements, showing significant revenue growth with persistent net losses and a non-IFRS gross profit reconciliation Income Statement (RMB thousand) | Indicator | 2018 (RMB thousand) | 2019 (RMB thousand) | 2020 (RMB thousand) | | :--- | :--- | :--- | :--- | | Revenue | 1,413,489 | 2,327,846 | 3,312,290 | | Gross Profit | 388,625 | 766,858 | 1,243,456 | | Operating Loss | (1,114,367) | (1,701,012) | (1,470,326) | | Loss for the year | (1,190,285) | (1,687,512) | (1,414,123) | | Basic and Diluted EPS (RMB) | (1.29) | (1.77) | (1.27) | Balance Sheet (RMB thousand) | Indicator | As of Dec 31, 2019 (RMB thousand) | As of Dec 31, 2020 (RMB thousand) | | :--- | :--- | :--- | | Total Assets | 9,927,321 | 10,885,258 | | Total Liabilities | 5,406,780 | 5,599,975 | | Total Equity | 4,520,541 | 5,285,283 | Cash Flow Statement (RMB thousand) | Indicator | 2018 (RMB thousand) | 2019 (RMB thousand) | 2020 (RMB thousand) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (489,237) | (1,817,454) | (704,145) | | Net cash (used in)/from investing activities | (5,805,478) | 570,839 | 1,315,725 | | Net cash from financing activities | 5,999,403 | 1,754,557 | 1,533,838 | Non-IFRS Gross Profit Margin (%) | Indicator | 2018 | 2019 | 2020 | | :--- | :--- | :--- | :--- | | Non-IFRS Gross Profit Margin | 43.6% | 46.4% | 46.7% | D. Risk Factors This section outlines the principal risks and uncertainties that could materially affect the company's business, financial condition, and results of operations, categorized into business and industry, corporate structure, PRC operations, and ADSs - The company has a limited operating history, has incurred significant operating losses, and may not achieve or sustain profitability in the future[38][40][41] - The business is subject to evolving and tightening regulations in China's financial technology sector, which could adversely affect operations and customer demand[43][47][49] - The company relies on a complex VIE structure to operate in China due to foreign ownership restrictions, which carries risks of being found non-compliant with PRC laws[127][129] - The Holding Foreign Companies Accountable Act (HFCA Act) poses a significant risk, as the inability of the PCAOB to inspect the company's China-based auditor for three consecutive years could lead to the delisting of its ADSs from U.S. exchanges[241] ITEM 4. INFORMATION ON THE COMPANY This section provides a comprehensive overview of OneConnect's business, including its history, corporate structure, and operational details, detailing its solutions, technology, business model, strategic relationship with Ping An Group, and the complex regulatory landscape in China A. History and Development of the Company OneConnect was founded in December 2015 as Ping An Group's financial technology arm, underwent a holding structure reorganization in 2017 for offshore listing, completed its NYSE IPO in December 2019 raising US$311.0 million, and a follow-on offering in August 2020 raising US$357.7 million, also growing through strategic acquisitions - The company was founded in December 2015 as a financial technology solutions provider by Ping An Group[290] - Completed its Initial Public Offering (IPO) on the NYSE on December 13, 2019, raising net proceeds of approximately US$311.0 million[296] - Completed a follow-on public offering on August 17, 2020, raising net proceeds of approximately US$357.7 million[297] B. Business Overview OneConnect operates as a leading technology-as-a-service (TaaS) platform for financial institutions in China, offering cloud-native solutions across banking, insurance, and asset management, leveraging its relationship with Ping An Group and advanced technologies, with a focus on an "adopt-deepen-integrate" customer approach and transaction-based pricing, while expanding internationally and navigating a complex Chinese regulatory framework - The company is a leading technology-as-a-service platform for financial institutions in China, serving all major banks, 98% of city commercial banks, and 57% of insurance companies as of December 31, 2020[300] - Leverages a strong partnership with Ping An Group for technology capabilities in AI, big data analytics, and blockchain. As of December 31, 2020, the company had submitted 3,759 patent applications in China and 1,077 abroad[303] - Revenue grew by 42.3% from 2019 to RMB 3,312.3 million in 2020, while net loss as a percentage of revenue decreased from 72.5% to 42.7%[305] - The business is subject to extensive PRC regulations covering foreign investment, value-added telecommunication services, information security, privacy protection, and financial services outsourcing[384] C. Organizational Structure The company operates through a Cayman Islands holding company controlling PRC subsidiaries and Variable Interest Entities (VIEs) via contractual arrangements, necessitated by PRC foreign ownership restrictions in telecommunications, allowing consolidation of VIEs' financial results - The company utilizes a VIE structure to conduct its business in China due to foreign ownership restrictions in the value-added telecommunication services sector[516] - Control over the VIEs (Shenzhen OneConnect and Shenzhen CA) is established through a series of contractual arrangements, enabling the consolidation of their financial results[517][526] - The company's PRC counsel is of the opinion that the ownership structure and contractual arrangements are valid and do not violate current PRC laws, though substantial uncertainties remain regarding future regulatory interpretations[527][528] ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section provides management's detailed analysis of the company's financial performance and condition, covering operating results, liquidity, capital resources, cash flows, critical accounting policies, R&D activities, and off-balance sheet arrangements A. Operating Results Management discusses the company's operating results, highlighting strong revenue growth driven by its transaction-based model and "adopt-deepen-integrate" customer strategy, with key metrics showing increasing premium customers and improved gross margin, despite continued unprofitability Financial Performance (RMB million) | Metric | 2018 | 2019 | 2020 | | :--- | :--- | :--- | :--- | | Revenue (RMB M) | 1,413.5 | 2,327.8 | 3,312.3 | | Gross Profit (RMB M) | 388.6 | 766.9 | 1,243.5 | | Gross Margin | 27.5% | 32.9% | 37.5% | | Net Loss (RMB M) | (1,190.3) | (1,687.5) | (1,414.1) | - Revenue in 2020 increased by 42.3% year-over-year, driven by a 40.0% increase in transaction-based and support services revenue, particularly from operational support and the new cloud services platform[599][600] - The number of premium customers grew from 473 in 2019 to 594 in 2020. The net expansion rate for 2019 customers was 123% in 2020[556][562] - Operating expenses as a percentage of revenue decreased in 2020 due to economies of scale, with R&D at 35.4%, Selling & Marketing at 19.0%, and G&A at 25.2% of revenue[595] B. Liquidity and Capital Resources The company's liquidity is primarily sourced from cash reserves, bank borrowings, and financing activities, including its IPO and follow-on offering, with improved net cash used in operating activities in 2020, and sufficient current liquidity to meet needs for at least the next 12 months Cash and Restricted Cash (RMB thousand) | Indicator (RMB thousand) | As of Dec 31, 2019 | As of Dec 31, 2020 | | :--- | :--- | :--- | | Cash and cash equivalents | 1,077,875 | 3,055,194 | | Restricted cash | 3,440,289 | 2,280,499 | - Net cash used in operating activities decreased to RMB 704.1 million in 2020 from RMB 1,817.5 million in 2019, showing improved operational cash flow[638][639] - Net cash from financing activities was RMB 1,533.8 million in 2020, mainly due to proceeds from the follow-on public offering[644] C. Critical Accounting Polices, Judgments and Estimates This section details critical accounting policies and estimates requiring significant management judgment, including VIE consolidation, revenue recognition, development cost capitalization, asset impairment, financial guarantee liabilities, income taxes, and share-based payments - Significant judgment is applied in revenue recognition, particularly in allocating transaction prices to multiple performance obligations and estimating variable consideration for business origination services[656][681][682] - The capitalization of development costs requires management to assess technical feasibility and probable future economic benefits, which involves significant judgment[677][689] - The recognition of deferred tax assets depends on judgments regarding future taxable profits, which is a critical estimate given the company's history of losses[690][1118] ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES This section provides information about the company's leadership, compensation practices, board structure, and employee base, including biographies of directors and senior management, executive compensation details, board committee composition, and employee numbers by function, along with beneficial ownership of major shareholders and management A. Directors and Senior Management The company's leadership team comprises experienced professionals from finance, banking, and technology, including Chairman & CEO Dr. Wangchun Ye, Director & Co-General Manager Ms. Rong Chen, and CFO Mr. Wei Jye Jacky Lo, with several directors holding senior positions within Ping An Group - The board is led by Chairman and CEO Dr. Wangchun Ye, who has over 40 years of experience in finance and banking, including a prior role as a vice president of Ping An Bank[706] - Several directors, including Ms. Sin Yin Tan and Dr. Rui Li, hold concurrent senior executive roles at Ping An Group, highlighting the strategic alignment[708][709] B. Compensation In 2020, aggregate cash compensation for directors and executive officers was approximately RMB 29.1 million, with employment agreements including confidentiality and non-competition clauses, and a 2020 Share Incentive Plan reserving 66,171,600 ordinary shares for talent attraction and retention - Aggregate cash compensation paid to directors and executive officers in 2020 was approximately RMB 29.1 million (US$4.5 million)[719] - The company's 2020 Share Incentive Plan allows for awards of options and performance share units, with a total of 66,171,600 ordinary shares reserved[725][726] C. Board Practice The Board of Directors consists of nine members, including three independent directors, and as a foreign private issuer, the company follows Cayman Islands corporate governance practices, exempting it from certain NYSE requirements like having a majority of independent directors, while maintaining an Audit Committee and a Compensation and Nomination Committee - The board has nine directors, three of whom are independent[732] - The company relies on the "foreign private issuer" exemption and does not have a majority of independent directors on its board, as permitted by NYSE rules[732][906] - An Audit Committee and a Compensation and Nomination Committee have been established, with defined responsibilities and independent director participation[735][736] D. Employees As of December 31, 2020, the company had 3,597 employees, with 1,954 (54.3%) dedicated to Research and Development, highlighting its focus on technology and innovation, and participates in all required employee social security and benefit plans in China Employee Count (as of Dec 31, 2020) | Function | Number of Employees (as of Dec 31, 2020) | | :--- | :--- | | Research and Development | 1,954 | | Business Operations | 379 | | Sales and Marketing | 925 | | General Administration | 339 | | Total | 3,597 | E. Share Ownership As of February 28, 2021, the company's ownership is concentrated among a few principal shareholders, including Rong Chang Limited (34.4%), Bo Yu Limited (34.3%), and Sen Rong Limited (17.1%), granting them substantial influence over corporate actions Principal Shareholder Ownership (as of Feb 28, 2021) | Principal Shareholder | Beneficial Ownership % (as of Feb 28, 2021) | | :--- | :--- | | Rong Chang Limited | 34.4% | | Bo Yu Limited | 34.3% | | Sen Rong Limited | 17.1% | | SBI StellarS and its affiliated entities | 5.1% | ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS This section details the company's major shareholders and outlines significant transactions with related parties, primarily Ping An Group, describing the extensive business relationship where OneConnect both provides and purchases services, and references contractual arrangements with VIEs and a registration rights agreement - In 2020, the company provided products and services worth RMB 1,734.2 million to Ping An Group and its associates[769] - In 2020, the company purchased services, primarily technology support and customer acquisition, for RMB 1,285.6 million from Ping An Group[770] - The company has a registration rights agreement with its shareholders, granting them demand and piggyback registration rights for their shares following the IPO lock-up period[764][765][766] ITEM 8. FINANCIAL INFORMATION This section confirms the consolidated financial statements are appended, states the company is not currently involved in material legal proceedings, and outlines the dividend policy, indicating no plans for cash dividends as earnings will be retained for business expansion - The company is not currently a party to any material legal proceedings[774] - The company does not have any present plan to pay cash dividends and intends to retain earnings to fund business growth[776] ITEM 9. THE OFFER AND LISTING This section provides details about the listing of the company's securities, specifically that its American Depositary Shares (ADSs), each representing three ordinary shares, have been listed and traded on the New York Stock Exchange (NYSE) under the ticker symbol "OCFT" since December 13, 2019 - The company's ADSs have been listed on the New York Stock Exchange under the symbol "OCFT" since December 13, 2019[779] ITEM 10. ADDITIONAL INFORMATION This section provides supplementary information, including a detailed summary of the company's memorandum and articles of association under Cayman Islands law and a comparison to Delaware corporate law, along with a comprehensive discussion of material tax implications for investors in the Cayman Islands, PRC, and United States B. Memorandum and Articles of Association The company, an exempted company incorporated in the Cayman Islands, is governed by its memorandum and articles of association and the Cayman Islands Companies Act, with this summary outlining key provisions related to ordinary shares and highlighting significant differences from Delaware corporate law - The company's corporate governance is based on Cayman Islands law, which differs from U.S. corporate law, particularly in areas like shareholder rights to inspect records and initiate derivative lawsuits[794][800][806] - A special resolution, requiring a two-thirds majority vote, is needed for significant matters such as changing the company name or amending the articles of association[785] E. Taxation This subsection details tax considerations for investors in the Cayman Islands, PRC, and U.S., noting no income or capital gains taxes in the Cayman Islands, the risk of PRC "resident enterprise" classification, and significant adverse U.S. federal income tax consequences if classified as a Passive Foreign Investment Company (PFIC) - The Cayman Islands does not levy taxes on profits, income, gains, or appreciation[831] - There is a risk of being classified as a "PRC resident enterprise," which could subject the company to a 25% tax on its global income and impose a 10% withholding tax on dividends to non-resident enterprise shareholders[833][835] - The company believes it was not a Passive Foreign Investment Company (PFIC) for 2020 but notes that its status could change, which would have significant adverse U.S. federal income tax consequences for U.S. Holders[853][855] ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The company's primary market risks are foreign exchange, credit, and interest rate, with foreign exchange risk from USD/RMB fluctuations being most significant, potentially impacting 2020 profit and equity by RMB 227.6 million, while credit risk is managed through customer assessments and interest rate risk is low due to fixed-rate borrowings - The company's primary market risk is foreign exchange risk from the USD/RMB exchange rate, as revenues are in RMB and ADSs are traded in USD[867] - A hypothetical 10% change in the USD/RMB exchange rate as of December 31, 2020, would impact profit and equity by approximately RMB 227.6 million (US$34.8 million)[870] - Credit risk is managed by transacting with reputable financial institutions and assessing customer credit quality. Interest rate risk is considered minimal as most borrowings are at fixed rates[871][874] ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES This section details the fees and expenses payable by American Depositary Share (ADS) holders to the depositary, JPMorgan Chase Bank, N.A., including issuance, cancellation, cash distribution, and annual administrative fees, and covers the process for payment of taxes related to the ADSs - ADS holders are subject to various fees charged by the depositary, including an issuance/cancellation fee of up to $5.00 per 100 ADSs and a cash distribution fee of up to $0.05 per ADS[876][877] - The depositary may charge an annual fee of up to $0.05 per ADS for administrative services[877] - For the year ended December 31, 2020, the company received US$5.7 million from the depositary as part of a fee-sharing arrangement[885] PART II ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS This section confirms no material modifications to security holders' rights and details the use of proceeds from the 2019 IPO and 2020 follow-on offering, which as of December 31, 2020, have been partially used for technology enhancement, international expansion, and general corporate purposes - The company raised net proceeds of approximately US$311.0 million from its 2019 IPO and US$372.6 million from its 2020 follow-on offering[890][891] - As of December 31, 2020, proceeds have been used for technology enhancement (RMB 64.1 million), international expansion (RMB 26.7 million), and general corporate purposes (RMB 176.2 million)[892] ITEM 15. CONTROLS AND PROCEDURES Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2020, a conclusion attested to by the independent registered public accounting firm, PricewaterhouseCoopers Zhong Tian LLP - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[893][895] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2020, based on the COSO framework[896] - The independent auditor, PricewaterhouseCoopers Zhong Tian LLP, has audited and confirmed the effectiveness of the internal control over financial reporting[898] ITEM 16G. CORPORATE GOVERNANCE As a foreign private issuer listed on the NYSE, the company is permitted to follow its home country (Cayman Islands) corporate governance practices, utilizing this exemption to not comply with certain NYSE rules, such as having a majority of independent directors or a fully independent board committee for nominations and compensation - The company is a foreign private issuer and follows Cayman Islands' home country practices for corporate governance[906] - The company is exempt from and does not comply with NYSE requirements to have a majority of independent directors on its board[906] PART III ITEM 18. FINANCIAL STATEMENTS This section contains the company's audited consolidated financial statements for fiscal years 2018-2020, prepared in accordance with IFRS, including the Independent Registered Public Accounting Firm's Report, comprehensive income statements, balance sheets, statements of changes in equity, cash flow statements, and accompanying notes - The independent auditor, PricewaterhouseCoopers Zhong Tian LLP, issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2020[919][920] - Critical Audit Matters identified by the auditor include the capitalization of development costs, the impairment loss allowance for trade receivables and contract assets, and the recognition of deferred tax assets, all of which involve significant management judgment[927][928][931][935] ITEM 19. EXHIBITS This section lists all exhibits filed as part of the annual report, including key corporate governance documents, agreements related to ADSs, the registration rights agreement, employment and indemnification agreements, VIE structure agreements, the strategic cooperation agreement with Ping An Group, and CEO/CFO certifications - A list of all exhibits filed with the annual report is provided, including key corporate governance documents, material contracts, and required certifications[910][911][912]