LU Lufax Holding Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

Lufax Holding Ltd

(Name of Issuer)

Ordinary Shares, $0.00001 par value per share

(Title of Class of Securities)

G5700Y209

(CUSIP Number)

American Depositary Shares (ADSs) each representing

two Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

54975P201

(CUSIP Number)

Yanmei Dong

c/o An Ke Technology Company Limited

23rd Floor, Two International Finance Centre

8 Finance Street, Central, Hong Kong, China

+86 0755 2262 7970

Pannie Yiu

c/o China Ping An Insurance Overseas (Holdings) Limited

23rd Floor, Two International Finance Centre

8 Finance Street, Central, Hong Kong, China

+852 3762 9092

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 6, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G5700Y209 (for Ordinary Shares)

CUSIP No. 54975P201 (for ADSs)

CUSIP No. G5700Y209 (for Ordinary Shares)

CUSIP No. 54975P201 (for ADSs)

CUSIP No. G5700Y209 (for Ordinary Shares)

CUSIP No. 54975P201 (for ADSs)

SCHEDULE 13D

EXPLANATORY NOTE

An Ke Technology Company Limited (“An Ke”), China Ping An Insurance Overseas (Holdings) Limited (“PAOH”), and Ping An Insurance (Group) Company of China, Ltd. (“Ping An”, together with An Ke and PAOH, the “Reporting Persons” and each, a “Reporting Person”) are the beneficial owners of ordinary shares, par value US$0.00001 per share (the “Ordinary Shares”), of Lufax Holding Ltd, a Cayman Islands company (“Lufax”). All references to Ordinary Shares herein include the Ordinary Shares underlying the ADSs of Lufax. The Reporting Persons were previously eligible to report their beneficial ownership of Ordinary Shares on Schedule 13G pursuant to Rule 13d-1(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons jointly filed a Schedule 13G on February 11, 2021.

The board of directors of Lufax proposed, and the shareholders of Lufax approved, a special dividend scheme that offered holders of Ordinary Shares the option of receiving cash or, as applicable, newly issued Ordinary Shares (the “Lufax Scrip Dividend Scheme”). For holders of ordinary shares, the cheque for the special dividend and share certificates were sent on July 30, 2024 (Hong Kong time), and for holders of ADSs, the special dividend was delivered in the form of cash or new ADSs on August 6, 2024 (New York time). The Reporting Persons elected to receive the scrip dividend paid in Ordinary Shares, which were settled on August 6, 2024 (the “Dividend Shares”). The Reporting Persons are jointly filing this Schedule 13D because the Dividend Shares constituted more than 2% of the outstanding Ordinary Shares.

Item 1. Security and Issuer.

This Schedule 13D relates to the Ordinary Shares of Lufax, which has its principal executive offices at Building No. 6, Lane 2777, Jinxiu East Road, Pudong New District, Shanghai, People’s Republic of China.

Item 2. Identity and Background

This Schedule 13D is filed on behalf of An Ke, a Hong Kong company, PAOH, a Hong Kong company, and Ping An, a limited liability company registered and existing under the laws of the PRC, with respect to Ordinary Shares. This Schedule 13D is filed jointly by the Reporting Persons pursuant to the Rule 13d-1(k) of the Exchange Act. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 99.1.

The names, business addresses, places of incorporation and principal businesses of the Reporting Persons are as follows:

An Ke Technology Company Limited

Address: Suite 2353, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central,

Hong Kong

Place of Incorporation: Hong Kong

Principal Business: Investment holding

China Ping An Insurance Overseas (Holdings) Limited

Address: Suite 2318, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central,

Hong Kong

Place of Incorporation: Hong Kong

Principal Business: Investment holding

Ping An Insurance (Group) Company of China, Ltd.

Address: 47th, 48th, 109th, 110th, 111th, 112th Floors, Ping An Finance Center,

No. 5033 Yitian Road, Futian District, Shenzhen, People’s Republic of China

Place of Incorporation: People’s Republic of China

Principal Business: Life & Health Insurance, Property and Casualty Insurance, Banking, Asset Management and Technology

The name, business address, citizenship and present principal occupation or employment of each executive officer and each member of the board of directors of each Reporting Person are set forth on Schedules A-1, A-2 and A-3 hereto and are incorporated herein by reference.

During the last five (5) years, none of the Reporting Persons or, to their knowledge, any of the persons listed on Schedules A-1, A-2 and A-3 has: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons were previously eligible to file a statement on Schedule 13G pursuant to Rule 13d-1(d) as exempt investors who acquired, using working capital, all of their Ordinary Shares prior to Lufax registering the class of Ordinary Shares pursuant to Section 12 of the Exchange Act on October 29, 2020.

The Reporting Persons acquired the Dividend Shares pursuant to the Lufax Scrip Dividend Scheme, which did not require any amount of funds or other consideration from the Reporting Persons.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Dividend Shares based on the election for a scrip dividend pursuant to the Lufax Scrip Dividend Scheme. In total, Lufax allotted and issued 586,176,887 new Ordinary Shares pursuant to the Lufax Scrip Dividend Scheme. Upon the completion of the allotment and issuance, the total number of Ordinary Shares owned by (i) An Ke, (ii) PAOH and (iii) Ping An increased to 984,785,257, representing approximately 56.8% of the total issued Ordinary Shares (compared to 474,905,000 Ordinary Shares representing approximately 41.4% of the total issued Ordinary Shares prior to the allotment and issuance). Accordingly, Lufax became an indirect non-wholly-owned subsidiary of Ping An.

As a result of the election for scrip dividend under the Lufax Scrip Dividend Scheme, An Ke and PAOH are required under the Hong Kong Code on Takeovers and Mergers to conduct an unconditional mandatory general offer (the “Offer”) to acquire all issued and outstanding Ordinary Shares (and offer to pay holders of equity awards for the cancellation of such awards). For additional information, see the Form 6-K furnished by Lufax on July 24, 2024. At the time the Offer commences, the Reporting Persons will also file to the Securities and Exchange Commission (the “Commission”) a tender offer statement on Schedule TO.

Depending upon various factors, including but not limited to the Reporting Persons’ and Lufax’s business, prospects and financial conditions and other development concerning the Reporting Persons and Lufax, market conditions and other factors that the Reporting Persons may deem relevant to their investment decisions, subject to compliance with applicable laws, rules and regulations and Lufax’s amended and restated articles of association, as currently in effect, the Reporting Persons may, from time to time, take actions with respect to their investment in Lufax as they deem appropriate, including changing their current intentions or increasing or decreasing their investment in Lufax, with respect to any or all matters disclosed in this Schedule 13D.

The information set forth and/or incorporated by reference in Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a)  Rows (11) and (13) of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5(a).

(b) Rows (7) to (10) of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5(b).

(c) Except as disclosed in this Schedule 13D, none of the Reporting Persons or, to the knowledge, any of the persons listed in Schedules A-1, A-2 or A-3 hereto, has effected any transactions relating to the Ordinary Shares during the past 60 days.

(d) To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth and/or incorporated by reference in Items 1, 2, 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6.

Ping An Convertible Promissory Notes

In 2015, Lufax issued to PAOH convertible promissory notes in an aggregate principal amount of US$1,953.8 million, part of which was subsequently transferred to An Ke (the “Notes”). In 2022, an amendment and supplemental agreement was entered to amend the terms of the Notes, pursuant to which (i) 50% of the outstanding principal amount of the Notes was redeemed, and (ii) the maturity date was extended to October 8, 2026 and the commencement date of the conversion period was extended to April 30, 2026 for the remaining 50% outstanding Notes. For details on the Notes, see “Item 6E. Share Ownership” in Lufax’s annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission on April 23, 2024.

Call Options

Each shareholder of Lanbang Investment Company Limited (“Lanbang”), Mr. Jingkui Shi (“Mr. Shi”) and Mr. Xuelian Yang (“Mr. Yang”), has granted an option to An Ke to purchase up to 100% of his shares in Lanbang (the “Lanbang Offshore Call Options”). Lanbang and Tongjun Investment Company Limited are shareholders of Tun Kung Company Limited (“Tun Kung”) that owned 52.8% and 47.2% of the equity interests, respectively. Tun Kung beneficially owned 308,198,174 ordinary shares of Lufax as of March 31, 2024. Each shareholder of Lanbang is entitled to his voting and other rights in Lanbang prior to An Ke’s exercise of the Lanbang Offshore Call Options.

Lanbang has also granted an option to An Ke to purchase up to 100% of its shares in Tun Kung (the “Tun Kung Offshore Call Options”, together with the Lanbang Offshore Call Options, the “Offshore Call Options”). Lanbang is entitled to its voting and other rights in Tun Kung prior to An Ke’s exercise of the Tun Kung Offshore Call Options.

Mr. Shi and Mr. Yang also hold the entire equity interest in Shanghai Lanbang Investment Limited Liability Company (“Shanghai Lanbang”), which holds equity interests in two of the consolidated affiliated entities of Lufax. Each of Mr. Shi and Mr. Yang has granted an option to Shenzhen Ping An Financial Technology Consulting Co. Ltd. (“PAFT”), the parent company of An Ke, to purchase up to 100% of his equity interest in Shanghai Lanbang (the “Onshore Call Options”, together with the Offshore Call Options, the “Call Options”).

In August 2021, An Ke and PAFT amended the exercise period of the Call Options. Following such amendments, the Call Options are exercisable concurrently, in whole or in part, during the period commencing on November 1, 2024 and ending on October 31, 2034. For details on the Call Options, see “Item 6E. Share Ownership” in Lufax’s annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission on April 23, 2024.

Item 7. Exhibits

Signatures to Schedule 13D

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.

Date: August 13, 2024

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the ordinary shares (including the ordinary shares underlying the ADSs) of Lufax Holding Ltd shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Each of the undersigned acknowledges that each shall be responsible for the timely filing of amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Date: August 13, 2024

Exhibit 99.3

AMENDED AND RESTATED

OPTION AGREEMENT

THIS AMENDED AND RESTATED OPTION AGREEMENT is made on 27 November 2015

BETWEEN:

(together shall be referred to as the “Parties” and each a “Party”).

WHEREAS,

THEREFORE, the Parties have agreed to amend and restate the 2014 Option Agreement as follows:

“Articles” means the articles of association of the Company from time to time;

“Cayman SPV” means Lufax Holding Ltd (formerly known as Wincon Investment Company Limited), a company established under the laws of the Cayman Islands holding the entire issued share capital of HK SPV, in which the New SPV holds 475,095,000 ordinary shares in the issued share capital, representing 47.5095% of the entire issued share capital as of the date of this Agreement.

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“Charge Agreement” means the charge agreement entered into by the Shareholders and the Optionholder on the date hereof;

“Completion” means the performance by the Shareholders and the Optionholder of the obligations assumed by them respectively under clause 3.2;

“Corresponding Onshore Exercise” has the meaning given to it in clause 3.4;

“Encumbrance” means a mortgage, charge, pledge, lien, assignment or deposit by way of security or any other encumbrance or security interest of any kind or any other type or preferential arrangement (including title transfer, defeasance and retention arrangements) having a similar effect;

“Exercise Date” for the Options means the date of service of a relevant Option Notice;

“HK SPV” means Wincon Hong Kong Investment Company Limited, a company established under the laws of Hong Kong and indirectly wholly owned by Cayman SPV;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Individual A Option” means an option exercisable or exercised pursuant to clause 2.1.1;

“Individual A Option Price” means the option price calculated in accordance with clause 2.2;

“Individual A Option Shares” means the 5 ordinary shares in the issued share capital of the Company, representing 50% of the entire issued share capital of the Company, held by Individual A and all securities in the Company which are derived from such shares after the date of this Agreement and of which he is the beneficial owner or to which he is entitled from time to time;

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“Individual B Option” means an option exercisable or exercised pursuant to clause 2.1.2;

“Individual B Option Price” means the option price calculated in accordance with clause 2.2;

“Individual B Option Shares” means the 5 ordinary shares in the issued share capital of the Company, representing 50% of the entire issued share capital of the Company, held by Individual B and all securities in the Company which are derived from such shares after the date of this Agreement and of which he is the beneficial owner or to which he is entitled from time to time;

“Lockup” means lock up period applicable to the New SPV in respect of the shares it holds in the Cayman SPV following the initial public offering of the shares in and/or securities of the Cayman SPV on an internationally recognized stock exchange;

“Offshore BVI Options” means the offshore option with respect to Offshore BVI Shares to be granted by the Company to the Optionholder pursuant to the Offshore BVI Option Agreement;

“Offshore BVI Option Agreement” means an option agreement to be entered into between the Optionholder as the optionholder, the Company as the shareholder and New SPV as the company with respect to the Offshore BVI Shares;

“Offshore BVI Shares” means 173,744,733 ordinary shares in the issued capital of New SPV, representing 36.5705% of the entire issued share capital of the New SPV upon its establishment, held by the Company and all securities in the New SPV which are derived from such shares after the date of the Offshore BVI Option Agreement and of which the Company is the beneficial owner or to which it is entitled from time to time;

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“Onshore Interests” means 100% of the registered capital of Shanghai Lanbang, held by the Shareholders in equal shares and all securities in Shanghai Lanbang which are derived from such equity interests after the date of the Onshore Option Agreement and of which the Shareholders are the beneficial owners or to which they are entitled from time to time;

“Onshore Options” means the onshore options with respect to the Onshore Interests granted by the Shareholders to PAFT pursuant to the Onshore Option Agreement;

“Onshore Option Agreement” means an option agreement dated 28 November 2014 and entered into between the Shareholders as shareholders, PAFT as the optionholder and Shanghai Lanbang as the company with respect to the Onshore Interests;

“Option” means Individual A Option or Individual B Option as the context permits and “Options” shall be interpreted accordingly;

“Option Notice” means a notice of exercise from the Optionholder to both Individual A and Individual B in respect of some or all of the Option Shares in accordance with clause 2.3;

“Option Period” means the 10 year period immediately after the initial public offering of the shares and/or securities of Cayman SPV on an internationally recognized stock exchange, or in the event there is no such initial public offering by 16 December 2019, 10 years from such date, or such other period as extended by the Optionholder by written notice to the Shareholders;

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“Option Price” means the Individual A Option Price or the Individual B Option Price as the case may be;

“Option Shares” means collectively Individual A Option Shares and Individual B Option Shares;

“PAFT” means Shenzhen Ping An Financial Technology Consulting Company Limited a limited liability company incorporated under the laws of the PRC (registration no. 440301103294513) whose registered office is at 4/F, Ping’An Building, No.3 Bagua Road, Bagualing, Futian District, Shenzhen, Guangdong, PRC, and the sole shareholder of the Optionholder;

“PRC” means the People’s Republic of China;

“Private Placement Price” means the price per share in the sale or issuance of shares by Cayman SPV to the new investors;

“Shanghai Lanbang” means Shanghai Lanbang Investment Company Limited a limited liability company incorporated under the laws of PRC (registration no 310115002475585) whose registered office is at Room 1002N, No. 2277 Long Yang Road, Pudong, Shanghai;

“Transfer Terms” means on the terms that the entire legal and beneficial interest in all the Option Shares shall be sold and purchased free from any Encumbrance and together with all rights attaching to them as at the relevant Exercise Date (other than rights to receive dividends which have a record date before then) or at any time after that and that the consideration for the Option Shares shall be the relevant Option Price;

“VWAP” means volume weighted average price; and

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“WFOE” means a wholly foreign owned enterprise to be established under the laws of the PRC and wholly owned by the HK SPV.

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If the Optionholder exercises an option under the Offshore BVI Option Agreement prior to the first exercise of Option Shares under this Agreement, the Option Price per Option Share for the first exercise of Option Shares shall be calculated in accordance with the following formula (expressed in RMB) and subject to the following provisions:

Where:

A: RMB 20,000,000;

B: Higher of (a) 30-day VWAP of the shares of the Cayman SPV on the first trading day after the expiry of the Lockup or (b) 30-day VWAP of the shares of the Cayman SPV on the last trading day immediately prior to the Exercise Date. If initial public offering has not taken place at the time of the relevant Exercise Date, then the most recent Private Placement Price, or if there is an acquisition of the Cayman SPV by a third party, then the price per share of the Cayman SPV that is being offered by the acquirer, whichever is the most recent;

C: Cumulative dividends or distributions per share of the Cayman SPV between 17 December 2014 and the relevant Exercise Date;

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D: The first Private Placement Price within 12 months from 17 December 2014;

E: Number of Offshore BVI Shares held by the Company at the relevant Exercise Date;

F: Sum of (a) number of Offshore BVI Shares held by the Company at the relevant Exercise Date and (b) number of Offshore BVI Shares previously held by the Company and exercised under the Offshore BVI Option Agreement;

G: Sum of (a) number of the Option Shares held by the Shareholders at the relevant Exercise Date and (b) number of the Option Shares previously held by the Shareholders and exercised under this Agreement;

H: Cumulative proceeds received by the Company from sale of Offshore BVI Shares pursuant to previous option exercise(s) under the Offshore BVI Option Agreement (if any); and

I: Number of shares of the Company which is the subject of the first exercise under this Agreement.

PROVIDED ALWAYS THAT:-

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The Optionholder acknowledges that all Option Shares are charged in favour of the Optionholder pursuant to the Charge Agreement as of the date of this Agreement. The Optionholder will therefore release the relevant share certificates in its capacity as Chargee (as defined under the Charge Agreement) under the Charge Agreement to itself in the capacity of Optionholder, thereby dispensing the need to first releasing the share certificates to the Shareholders for delivery.

Each Shareholder warrants to the Optionholder that he is the registered holder and beneficial owner of his Option Shares and that, such Option Shares have been fully paid and apart from this Agreement and the Charge Agreement, such shares are free from all Encumbrances and that he has full power and authority to exercise and enjoy all rights attaching to them without the consent of any other person and to grant the Options on the terms and conditions of this Agreement.

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Each Shareholder undertakes to the Optionholder that,

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Nothing in this Agreement shall be construed as constituting, or deemed to constitute, a partnership between the Parties and, except as specifically provided for in this Agreement, neither of them shall have any authority to bind the other in any way.

Neither Shareholder may assign any of his rights and/or obligations under this Agreement to any third party without the prior written consent of the Optionholder. The Shareholders agree, the Optionholder has the right, upon written notice to the Shareholders, to assign any of its rights and/or obligations under this Agreement to a third party it designates.

This Agreement is binding upon the legal assignees or successors of each of the Parties.

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No variation of this Agreement shall be effective unless it is made in writing, refers specifically to this Agreement and is signed by the Parties.

In case New SPV transfers its shares in the Cayman SPV to the Company, the Parties shall enter into an amended and restated option agreement substantially in the same form as the 2014 Option Agreement.

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The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement.

This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts each of which when so executed shall be an original but all counterparts shall together constitute one and the same instrument.

The Optionholder shall pay its own costs and expenses in relation to the negotiation, preparation, execution and implementation of this Agreement and the transactions contemplated herein.

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Each Party acknowledges that it has received independent legal advice as to the terms of this Agreement and is entering into this Agreement on the basis of such advice and following detailed negotiations by the Parties as to the final terms hereof.

This Agreement is written in both English and Chinese language. In the event of any inconsistencies between the two language versions, the English version shall prevail.

[The remainder of this page is intentionally left blank.]

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IN WITNESS whereof this Agreement has been signed on the date first above written.

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IN WITNESS whereof this Agreement has been signed on the date first above written.

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IN WITNESS whereof this Agreement has been signed on the date first above written.

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IN WITNESS whereof this Agreement has been signed on the date first above written.

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Exhibit 99.4

1. LANBANG INVESTMENT COMPANY LIMITED

2. AN KE TECHNOLOGY COMPANY LIMITED

3. TUN KUNG COMPANY LIMITED

OPTION AGREEMENT

THIS OPTION AGREEMENT is made on 27 November 2015

BETWEEN:

(together shall be referred to as the “Parties” and each a “Party”)

NOW IT IS HEREBY AGREED as follows:

“Articles” means the articles of association of the Company from time to time;

“Charge Agreement” means the charge agreement entered into by the Shareholder and the Optionholder on the date hereof;

“Completion” means the performance by the Shareholder and the Optionholder of the obligations assumed by them respectively under clause 3.2;

“Corresponding Onshore Exercise” has the meaning given to it in clause 3.4;

“Cayman SPV” refers to Lufax Holding Ltd (formerly known as Wincon Investment Company Limited), a company established under the laws of the Cayman Islands (registration no. CT-294245) whose registered office is at Commerce House, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands;

“Encumbrance” means a mortgage, charge, pledge, lien, assignment or deposit by way of security or any other encumbrance or security interest of any kind or any other type or preferential arrangement (including title transfer, defeasance and retention arrangements) having a similar effect;

“Exercise Date” for the Option means the date of service of a relevant Option Notice;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Individual Shareholders” means collectively Shi Jingkui, an individual Chinese national (ID card number: *****) whose residential address is *****, and Yang Xuelian, an individual Chinese national (ID card number: *****) whose residential address is *****;

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“Lockup” means lock up period applicable to the Company in respect of the Cayman SPV Shares following the initial public offering of the shares in and/or securities of the Cayman SPV on an internationally recognized stock exchange;

“Onshore Interests” means 100% of the registered capital of Shanghai Lanbang, held by the Individual Shareholders in equal shares and all securities in Shanghai Lanbang which are derived from such equity interests after the date of the Onshore Option Agreement and of which the Individual Shareholders are the beneficial owners or to which they are entitled from time to time;

“Onshore Options” means the onshore options with respect to the Onshore Interests granted by the Individual Shareholders to PAFT pursuant to the Onshore Option Agreement;

“Onshore Option Agreement” means an option agreement dated 28 November 2014 and entered into between the Individual Shareholders as shareholders, PAFT as the optionholder and Shanghai Lanbang as the company with respect to the Onshore Interests;

“Option” means an option exercisable or exercised pursuant to clause 2.1.1;

“Option Notice” means a notice of exercise from the Optionholder to the Shareholder in respect of some or all of the Option Shares in accordance with clause 2.3;

“Option Period” means the 10 year period immediately after the initial public offering of the shares and/or securities of the Cayman SPV on an internationally recognized stock exchange, or in the event there is no such initial public offering by 16 December 2019, 10 years from such date, or such other period as extended by the Optionholder by written notice to the Shareholder;

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“Option Price” means the option price calculated in accordance with clause 2.2;

“Option Shares” means 173,744,733 ordinary shares in the issued share capital of the Company, representing 36.5705% of the entire issued share capital of the Company upon its establishment, held by the Shareholder and all securities in the Company which are derived from such shares after the date of this Agreement and of which it is the beneficial owner or to which it is entitled from time to time;

“PAFT” means Shenzhen Ping An Financial Technology Consulting Company Limited, a limited liability company incorporated under the laws of the PRC (registration no. 440301103294513) whose registered office is at 4/F, Ping’An Building, No.3 Bagua Road, Bagualing, Futian District, Shenzhen, Guangdong, PRC, and the sole shareholder of the Optionholder;

“PRC” means the People’s Republic of China;

“Private Placement Price” means the price per share in the sale or issuance of shares by the Cayman SPV to the new investors;

“Shanghai Lanbang” means Shanghai Lanbang Investment Company Limited, a limited liability company incorporated under the laws of PRC (registration no 310115002475585) whose registered office is at Room 1002N, No. 2277 Long Yang Road, Pudong, Shanghai;

“Transfer Terms” means on the terms that the entire legal and beneficial interest in all the Option Shares shall be sold and purchased free from any Encumbrance and together with all rights attaching to them as at the relevant Exercise Date (other than rights to receive dividends which have a record date before then) or at any time after that and that the consideration for the Option Shares shall be the relevant Option Price; and

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“VWAP” means volume weighted average price.

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Where:

A: RMB 20,000,000;

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B: Higher of (a) 30-day VWAP of the shares of the Cayman SPV on the first trading day after the expiry of the Lockup or (b) 30-day VWAP of the shares of the Cayman SPV on the last trading day immediately prior to the Exercise Date. If initial public offering has not taken place at the time of the relevant Exercise Date, then the most recent Private Placement Price, or if there is an acquisition of the Cayman SPV by a third party, then the price per share of the Cayman SPV that is being offered by the acquirer, whichever is the most recent;

C: Cumulative dividends or distributions per share of the Cayman SPV between the signing of this Agreement and the relevant Exercise Date;

D: The first Private Placement Price 12 months from 17 December 2014;

E: The sum of (a) number of Option Shares held by the Shareholder on the relevant Exercise Date and (b) number of Option Shares previously held by the Shareholder and previously exercised under this Agreement.

F: Cumulative dividends or distributions received by the Shareholder from the Company between the prior exercise and the current exercise under this Agreement; and

G: Number of shares of the Company which is the subject of the exercise under this Agreement.

PROVIDED ALWAYS THAT:-

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The Optionholder acknowledges that all Option Shares are charged in favour of the Optionholder pursuant to the Charge Agreement as of the date of this Agreement. The Optionholder will therefore release the relevant share certificates in its capacity as Chargee (as defined under the Charge Agreement) under the Charge Agreement to itself in the capacity of Optionholder, thereby dispensing the need to first releasing the share certificates to the Shareholder for delivery.

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The Shareholder warrants to the Optionholder that it is the registered holder and beneficial owner of its Option Shares and that, such Option Shares have been fully paid and apart from this Agreement and the Charge Agreement, such shares are free from all Encumbrances and that it has full power and authority to exercise and enjoy all rights attaching to them without the consent of any other person and to grant the Option on the terms and conditions of this Agreement.

The Shareholder undertakes to the Optionholder that,

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Nothing in this Agreement shall be construed as constituting, or deemed to constitute, a partnership between the Parties and, except as specifically provided for in this Agreement, neither of them shall have any authority to bind the other in any way.

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The Shareholder may not assign any of its rights and/or obligations under this Agreement to any third party without the prior written consent of the Optionholder. The Shareholder agrees, the Optionholder has the right, upon written notice to the Shareholder, to assign any of its rights and/or obligations under this Agreement to a third party it designates.

This Agreement is binding upon the legal assignees or successors of each of the Parties.

No variation of this Agreement shall be effective unless it is made in writing, refers specifically to this Agreement and is signed by the Parties.

In the event that Company distributes or transfers a portion of its shares in the Cayman SPV to the Shareholder, such that the Shareholder becomes the direct shareholder of the Cayman SPV, the Parties agree that this Agreement shall terminate with respect to the Cayman SPV Shares transferred to the Shareholder and the Shareholder shall enter into a new option agreement with the Optionholder in substantially the same form as this agreement with respect to the Cayman SPV Shares.

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The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement.

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This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts each of which when so executed shall be an original but all counterparts shall together constitute one and the same instrument.

The Optionholder shall pay its own costs and expenses in relation to the negotiation, preparation, execution and implementation of this Agreement and the transactions contemplated herein.

Each Party acknowledges that it has received independent legal advice as to the terms of this Agreement and is entering into this Agreement on the basis of such advice and following detailed negotiations by the Parties as to the final terms hereof.

This Agreement is written in both English and Chinese language. In the event of any inconsistencies between the two language versions, the English version shall prevail.

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IN WITNESS whereof this Agreement has been signed on the date first above written.

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IN WITNESS whereof this Agreement has been signed on the date first above written.

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IN WITNESS whereof this Agreement has been signed on the date first above written.

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Exhibit 99.5

OPTION AGREEMENT

THIS OPTION AGREEMENT is made on 28th November 2014

BETWEEN:

(together shall be referred to as the ‘‘Parties” and each a “Party”).

NOW IT IS HEREBY AGREED as follows:

“Articles” means the articles of association of the Company from time to time;

“Asset Management Plan” or “AMP” the contracts for the transfer and buyback of the equity income right relating to the Ping An Huitong Golden Lion special asset management plan entered into between Shenzhen Ping An Dahua Huitong Wealth Management Company Limited (Address: 5th Floor, Galaxy Development Center, Fu Hua Road, Futian District, Shenzhen) and Individual A and Individual B respectively on or after the date hereof;

“Business Day” means a day, other than a Saturday, Sunday or public holiday, on which the banks are open for commercial business in the PRC;

“Cayman SPV” means Wincon Investment Company Limited, a holding company incorporated in the Cayman Islands that controls and consolidates 100% of the financial results of IT Service Co I and its subsidiaries, through customary contractual control arrangements;

“Commencement Date of the AMP” means the date of payment of the price for the transfer of the equity income rights by Shenzhen Ping An Dahua Huitong Wealth Management Company Limited to Individual A and Individual B respectively under the AMP;

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“Completion” means the performance by the Shareholders and the Optionholder of the obligations assumed by them respectively under clauses 3.3 to 3.5;

“Encumbrance” means a mortgage, charge, pledge, lien, assignment or deposit by way of security or any other encumbrance or security interest of any kind or any other type or preferential arrangement (including title transfer, defeasance and retention arrangements) having a similar effect;

“Exercise Date” for the Options means the third Business Day after the date of service of a relevant Option Notice (or such later date as may be subsequently extended by the Optionholder by written notice to the Shareholders);

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;

“Individual A Option” means an option exercisable or exercised pursuant to clause 2.1.1;

“Individual A Option Price” means the option price calculated in accordance with clause 2.2;

“Individual A Option Interests” means 50% of the registered capital of the Company, held by Individual A and all securities in the Company which are derived from such equity interests after the date of this Agreement and of which he is the beneficial owner or to which he is entitled from time to time;

“Individual B Option” means an option exercisable or exercised pursuant to clause 2.1.2;

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“Individual B Option Price” means the option price calculated in accordance with clause 2.2;

“Individual B Option Interests” means 50% of the registered capital of the Company, held by Individual B and all securities in the Company which are derived from such equity interests after the date of this Agreement and of which he is the beneficial owner or to which he is entitled from time to time;

“IT Service Co I” means a company to be established in Shanghai under the laws of the PRC, in which the Company will hold 18.29% of its entire registered capital as of the date of its establishment;

“Option” means Individual A Option or Individual B Option as the context permits and “Options” shall be interpreted accordingly;

“Option Notice” means a notice of exercise from the Optionholder to both Individual A and Individual B in respect of some or all of the Option Interests in accordance with clause 2.3;

“Option Period” means the 10 year period immediately after the initial public offering of the shares and/or securities of Cayman SPV on an internationally recognized stock exchange, or in the event there is no such initial public offering within 5 years after the date of this Agreement, 10 years from the end of the 5th anniversary of this Agreement, or such other period as extended by the Optionholder by written notice to the Shareholders;

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“Option Price” means the Individual A Option Price or the Individual B Option Price as the case may be;

“Option Interests” means collectively Individual A Option Interests and Individual B Option Interests;

“Ping An Dahua” means Shenzhen Ping An Dahua Huitong Wealth Management Company Limited;

“PRC” means the People’s Republic of China;

“Share Pledge Agreement” means the share pledge agreement to be entered into by the Shareholders and Ping An Dahua immediately after the date hereof pursuant to which the Shareholders agree to pledge the Option Interests to Ping An Dahua in accordance with the terms thereof; and

“Transfer Terms” means on the terms that the entire legal and beneficial interest in all the Option Interests shall be sold and purchased free from any Encumbrance and together with all rights attaching to them as at the relevant Exercise Date (other than rights to receive dividends which have a record date before then) or at any time after that and that the consideration for the Option Interests shall be the relevant Option Price.

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where

A: Price for the repurchase of the outstanding equity income rights which remains payable to Ping An Dahua by Individual A and Individual B respectively under the AMP as at the relevant payment date;

B: Repurchase premium rate provided under the AMP;

C: Number of natural days in that calendar year (for the first annual payment, the number of natural days from the Commencement Day of the AMP up until 31 December 2014);

D: Registered capital of the Company owned by such Shareholder; and

E: Sum of (a) registered capital of the Company owned by the Shareholders on last Business Day of that calendar year and (b) registered capital of the Company previously held by the Shareholders and exercised under this Agreement.

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Where:

A: Price for the repurchase of the outstanding equity income rights which remains payable to Ping An Dahua by Individual A and Individual B respectively under the AMP as at the relevant Exercise Date;

B: Repurchase premium rate provided under the AMP;

C: Number of natural days since the beginning of the current year until the relevant Exercise Date;

D: Registered capital of the Company owned by such Shareholder to be exercised under the current Option Notice; and

E: Registered capital of the Company owned by the Shareholders at the relevant Exercise Date.

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Each Shareholder warrants to the Optionholder that he is the registered holder and beneficial owner of his Option Interests and that, apart from this Agreement, such shares are free from all Encumbrances and that he has full power and authority to exercise and enjoy all rights attaching to them without the consent of any other person and to grant the Options on the terms and conditions of this Agreement.

Each Shareholder undertakes to the Optionholder that,

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Nothing in this Agreement shall be construed as constituting, or deemed to constitute, a partnership between the Parties and, except as specifically provided for in this Agreement, neither of them shall have any authority to bind the other in any way.

Neither Shareholder may assign any of his rights and/or obligations under this Agreement to any third party without the prior written consent of the Optionholder. The Shareholders agree, the Optionholder has the right, upon written notice to the Shareholders, to assign any of its rights and/or obligations under this Agreement to a third party it designates.

This Agreement is binding upon the legal assignees or successors of each of the Parties.

No variation of this Agreement shall be effective unless it is made in writing, refers specifically to this Agreement and is signed by the Parties.

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The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement.

This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts each of which when so executed shall be an original but all counterparts shall together constitute one and the same instrument.

The Optionholder shall pay its own costs and expenses in relation to the negotiation, preparation, execution and implementation of this Agreement and the transactions contemplated herein.

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Each Party acknowledges that it has received independent legal advice as to the terms of this Agreement and is entering into this Agreement on the basis of such advice and following detailed negotiations by the Parties as to the final terms hereof.

This Agreement is written in both English and Chinese language. In the event of any inconsistencies between the two language versions, the English version shall prevail.

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IN WITNESS whereof this Agreement has been signed on the date first above written.

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IN WITNESS whereof this Agreement has been signed on the date first above written.

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IN WITNESS whereof this Agreement has been signed on the date first above written.

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IN WITNESS whereof this Agreement has been signed on the date first above written.

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SCHEDULE A-1

DIRECTORS AND EXECUTIVE OFFICERS OF

AN KE TECHNOLOGY COMPANY LIMITED

The following sets forth the name and principal occupation of each of the directors and executive officers of An Ke Technology Company Limited. Each of the following persons is a citizen of the People’s Republic of China, except that Huang, Philip and Cheung, Siu Man are citizens of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). Unless otherwise noted, the business address of each of the following persons is c/o Suite 2353, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.

SCHEDULE A-2

DIRECTORS AND EXECUTIVE OFFICERS OF

CHINA PING AN INSURANCE OVERSEAS (HOLDINGS) LIMITED

The following sets forth the name and principal occupation of each of the directors and executive officers of China Ping An Insurance Overseas (Holdings) Limited. Each of the following persons is a citizen of the People’s Republic of China, except that (i) Deng, Benjamin Bin is a citizen of the U.S., and (ii) Tung, Hoi is a citizen of Hong Kong. Unless otherwise noted, the business address of each of the following persons is c/o Suite 2318, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.

SCHEDULE A-3

DIRECTORS AND EXECUTIVE OFFICERS OF

PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD.

The following sets forth the name and principal occupation of each of the directors and executive officers of Ping An Insurance (Group) Company of China, Ltd. Each of the following persons is a citizen of the People’s Republic of China, except that (i) Chearavanont, Soopakij is a citizen of Thailand, (ii) Yang, Xiaoping and Ng, Sing Yip are citizens of Hong Kong, (iii) Ng, Kong Ping Albert is a citizen of Hong Kong and Australia, (iv) Guo, Michael is a citizen of Australia, (v) Zhang, Xiaolu is a citizen of New Zealand, and (vi) Deng, Benjamin Bin is a citizen of the U.S. Unless otherwise noted, the business address of each of the following persons is c/o 47th, 48th, 108th, 109th, 110th, 111th and 112th Floors, Ping An Finance Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong Province, China.