UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2024

Commission File Number 001-39654

 

 

Lufax Holding Ltd

(Registrant’s name)

 

 

Building No. 6

Lane 2777, Jinxiu East Road

Pudong New District, Shanghai

People’s Republic of China

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Lufax Holding Ltd

By:

 

/s/ Alston Peiqing Zhu

Name:

 

Alston Peiqing Zhu

Title:

 

Chief Financial Officer

Date: July 30, 2024


Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

This announcement is not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the applicable laws or regulations of such jurisdiction.

 

LOGO

Lufax Holding Ltd

金所控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6623)

(NYSE Stock Ticker: LU)

ANNOUNCEMENT

PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

This announcement is made by Lufax Holding Ltd (the “Company”) pursuant to Rule 3.8 of the Takeovers Code.

Reference is made to (i) the Lufax Scrip Dividend Circular and (ii) the joint announcement dated July 3, 2024 (the “Announcement”) in relation to the Lufax Offers. Capitalised terms used herein shall have the same meanings as defined in the Announcement unless the context requires otherwise.

UPDATE ON THE NUMBER OF RELEVANT SECURITIES OF THE COMPANY

The board of directors of the Company (the “Board”) was being notified that, due to the different rounding mechanism, the number of new Lufax Shares to be allotted and issued pursuant to the Scrip Dividend Scheme as disclosed in the Announcement should be amended from 586,176,878 to 586,176,887 (“such new Lufax Shares”). The Board wishes to update that such new Lufax Shares were allotted and issued on July 30, 2024.

Among such new Lufax Shares, 305,989,352 new Lufax Shares, 203,890,905 new Lufax Shares and 76,296,630 new Lufax Shares were allotted and issued to An Ke Technology, Ping An Overseas Holdings and other shareholders, respectively.

Details of all classes of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) issued by the Company, together with the number of such relevant securities in issue as at the date of this announcement are as follows:

 

   

1,733,286,764 Lufax Shares of US$0.00001 each are in issue;

 

   

Lufax Options to subscribe for up to 11,472,990 Lufax Shares (equivalent to 5,736,495 Lufax ADSs) granted under the Lufax 2014 Share Incentive Plan are outstanding;

 

1


   

Lufax PSUs to subscribe for up to 1,438,084 Lufax Shares (equivalent to 719,042 Lufax ADSs) granted under the Lufax 2019 Performance Share Unit Plan are outstanding; and

 

   

Ping An Convertible Promissory Notes in an aggregate outstanding principal amount of US$976.9 million, comprising US$507.988 million for the convertible promissory note issued to Ping An Overseas Holdings and US$468.912 million for the convertible promissory note issued to An Ke Technology. According to the terms and conditions of the Ping An Convertible Promissory Notes, the conversion period of the Ping An Convertible Promissory Notes will commence on April 30, 2026.

Save as disclosed above, as at the date of this announcement, the Company does not have any outstanding options, derivatives, warrants or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) which are convertible or exchangeable into Lufax Shares or which confer rights to require the issue of Lufax Shares and has not entered into any agreement for the issue of such options, derivatives, warrants or securities which are convertible or exchangeable into Lufax Shares or which confer rights to require the issue of Lufax Shares.

The making of the Lufax Offers is subject to the satisfaction of the pre-conditions. Accordingly, the Lufax Offers are a possibility only and may or may not be made. Lufax Shareholders, holders of Lufax ADSs, Lufax Optionholders, Lufax PSU Holders and potential investors of the Company should exercise caution when dealing in the securities of the Company and if they are in any doubt about their position, they should consult their professional adviser(s).

 

  

By order of the Board of

Lufax Holding Ltd

Yong Suk CHO

Chairman of the Board and Chief Executive Officer

Hong Kong, July 30, 2024

As at the date of this announcement, the board of directors of the Company comprises Mr. Yong Suk CHO and Mr. Gregory Dean GIBB as the executive directors, Mr. Yonglin XIE, Ms. Xin FU and Mr. Yuqiang HUANG as the non-executive directors and Mr. Rusheng YANG, Mr. Weidong LI, Mr. Xudong ZHANG and Mr. David Xianglin LI as the independent non-executive directors.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.

 

2

Exhibit 99.2

FF305

Next Day Disclosure Return

(Equity issuer—changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)

 

Instrument:    Equity issuer    Status:    New Submission
  

 

     

 

Name of Issuer:    Lufax Holding Ltd
  

 

Date Submitted:    30 July 2024      
  

 

     

Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”).

 

Section I  
1. Class of shares   Ordinary shares   Type of shares   Not applicable   Listed on the Exchange   Yes    
Stock code (if listed)   06623   Description          
   

 

A. Changes in issued shares or treasury shares

 

 
         
    

Changes in issued shares

(excluding treasury shares)

    Changes in treasury
shares
    Issue/ selling price per
share (Note 4)
    Total number of issued
shares
     
Events  

Number of issued

shares (excluding

treasury shares)

   

As a % of existing

number of issued

shares (excluding

treasury shares) before

the relevant event

(Note 3)

    Number of treasury
shares
 
             

Opening balance as at (Note 1)

 

30 June 2024

    1,147,095,737               0               1,147,095,737    
           

1).   Scrip dividend - new shares involved

 

Issue and allotment of new shares pursuant to the scrip dividend scheme under the special dividend as described in the circular dated June 12, 2024 of the Company

 

Date of changes   30 July 2024

    586,176,887       51.101%               USD    1.127                

 

   Page 1 of 6    v 1.3.0


FF305

 

2).   Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved

     14,140          0.001                 USD   0           
           

Vesting of performance share units under the 2019 Performance Share Unit Plan adopted in September 2019

               
           

Date of changes   01 July 2024

               
           

Closing balance as at (Notes 5 and 6) 30 July 2024

     1,733,286,764          0           1,733,286,764  
                                             
B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)

 

      Not applicable  

 

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FF305

 

Confirmation                                     

Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:

(Note 7)

 

  (i)

all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it;

 

  (ii)

all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under “Qualifications of listing” have been fulfilled;

 

  (iii)

all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

 

  (iv)

all the securities of each class are in all respects identical (Note 8);

 

  (v)

all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements;

 

  (vi)

all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;

 

  (vii)

completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

 

  (viii)

the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Notes to Section I:

 

1.

Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.

 

2.

Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer’s Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories.

 

3.

The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.

 

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FF305

 

4.

In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.

Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.

 

5.

The closing balance date is the date of the last relevant event being disclosed.

 

6.

For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.

If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.

 

7.

Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.

 

8.

“Identical” means in this context:

 

   

the securities are of the same nominal value with the same amount called up or paid up;

 

   

they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

 

   

they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

 

   Page 4 of 6    v 1.3.0


FF305

 

Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).

Repurchase report                                   Not applicable

 

 

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FF305

 

Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B.

Report of on-market sale of treasury shares                         Not applicable

 

Submitted by:    Yong Suk CHO
  (Name)
Title:    Chairman of the Board of Directors and Chief Executive Officer
  (Director, Secretary or other Duly Authorised Officer)

 

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