LU Lufax Holding Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Amendment No. 2

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

LUFAX HOLDING LTD

(Name of Subject Company (Issuer))

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

An Ke Technology Company Limited

China Ping An Insurance Overseas (Holdings) Limited

(Names of Persons Filing Statement)

Ordinary Shares, par value US$0.00001

(Title of Class of Securities)

G5700Y209

(Cusip Number of Class of Securities)

American Depositary Shares (ADS) each representing

two Ordinary Shares, par value US$0.00001

(Title of Class of Securities)

54975P201

(Cusip Number of Class of Securities)

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

Attention: Xiaoxiao Shen

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

No. 5033 Yitian Road, Futian District, Shenzhen, China

+86 400 886 6338

An Ke Technology Company Limited

Attention: Yanmei Dong

23/F, Two International Finance Centre

8 Finance Street, Central, Hong Kong, China

+86 0755 2262 7970

China Ping An Insurance Overseas (Holdings) Limited

Attention: Pannie Yiu

23/F, Two International Finance Centre

8 Finance Street, Central, Hong Kong, China

+852 37629092

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the SEC on September 27, 2024, as amended on October 16, 2024 (the “Schedule TO”), by An Ke Technology Company Limited, a company incorporated in Hong Kong with limited liability (“An Ke”), China Ping An Insurance Overseas (Holdings) Limited, a company incorporated in Hong Kong with limited liability (“PAOH”, and together with An Ke, the “Joint Offerors”), and Ping An Insurance (Group) Company of China, Ltd., a company established as a joint stock company under the laws of the People’s Republic of China and parent company of the Joint Offerors (“Ping An Group”, and together with the Joint Offerors, the “Offeror Group”).

Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Unless otherwise defined herein, all capitalized terms shall have the meaning given to them in the Amended and Restated US Offer Document filed as Exhibit (a)(1)(A) to the Schedule TO.

ITEMS 1, 2, 4, 8, 11 and 13

Items 1, 2, 4, 8, 11 and 13 of the Schedule TO are hereby amended and supplemented by including the following:

The Offers expired at 4:00 a.m. on Monday, October 28, 2024 (New York time) and were not further revised or extended by the Offeror Group.

As of 4:00 a.m. on October 28, 2024 (New York time), being the latest time for receiving acceptances under the Offers, the Joint Offerors had received valid acceptances under this Offer in respect of 57,828 ADSs and no Ordinary Shares, and under the Non-US Offer in respect of 44,842 Ordinary Shares. Such acceptances collectively represent approximately 0.01% of the total issued Ordinary Shares as of October 28, 2024.

Prior to the Offers, the Joint Offerors beneficially owned an aggregate of 984,785,257 Ordinary Shares, representing approximately 56.81% of the total issued Ordinary Shares.

Taking into account the valid acceptances tendered under the Offers, the Joint Offerors beneficially own an aggregate of 984,945,755 Ordinary Shares, representing approximately 56.82% of the total issued Ordinary Shares as of October 28, 2024.

The joint press release announcing the results of the Offers has been filed as Exhibit (a)(5)(C) hereto and is incorporated herein by this reference.

ITEM 12. EXHIBITS

Item 12 is hereby amended and supplemented as follows:

(a)(5)(C) Joint Press Release, dated October 28, 2024, issued by Morgan Stanley for and on behalf of the Joint Offerors

[Remainder of the page is intentionally left blank]

SIGNATURES

After due 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.

EXHIBIT INDEX

Exhibit (a)(5)(C)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Lufax, nor is it a solicitation of any vote or approval in any jurisdiction. This joint announcement is not for release, publication or distribution into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

To the extent the Lufax Offers referred to in this joint announcement are being made into the U.S., they are being made directly by the Joint Offerors. References in this joint announcement to the Lufax Offers being made by Morgan Stanley on behalf of the Joint Offerors should be construed accordingly.

JOINT ANNOUNCEMENT

(1) CLOSE OF (I) MANDATORY UNCONDITIONAL CASH OFFERS

(TRIGGERED BY ELECTION OF LUFAX SPECIAL DIVIDEND) BY

MORGAN STANLEY FOR AND ON BEHALF OF THE JOINT OFFERORS

(i) TO ACQUIRE ALL ISSUED LUFAX SHARES AND LUFAX ADSs AND

LUFAX SHARES AND LUFAX ADSs TO BE ISSUED UNDER THE LUFAX

2014 SHARE INCENTIVE PLAN AND THE LUFAX 2019 PERFORMANCE

SHARE UNIT PLAN (OTHER THAN THOSE ALREADY OWNED BY THE

OFFEROR GROUP) AND (ii) TO CANCEL ALL OUTSTANDING LUFAX

OPTIONS; AND (II) LUFAX PSU ARRANGEMENT WITH RESPECT TO

ALL UNVESTED LUFAX PSUs;

(2) RESULTS OF THE LUFAX OFFERS;

AND

(3) PUBLIC FLOAT OF LUFAX

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Morgan Stanley Asia Limited		Independent Financial Adviser to the Lufax Independent Board Committee

INTRODUCTION

References are made to (i) the composite document dated September 27, 2024 regarding the Lufax Offers (the “Composite Document”); and (ii) the supplemental announcement dated October 16, 2024, both jointly published by the Offeror Group and Lufax. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defined in the Composite Document.

CLOSE OF THE LUFAX OFFERS

The Offeror Group and Lufax jointly announce that the Lufax Offers closed at 4:00 p.m. on Monday, October 28, 2024 (Hong Kong time) and were not further revised or extended by the Offeror Group.

RESULTS OF THE LUFAX OFFERS

As at 4:00 p.m. on Monday, October 28, 2024 (Hong Kong time), being the latest time and date for acceptance of the Lufax Offers as set out in the Composite Document, the Joint Offerors:

Save for the election for scrip dividend by An Ke Technology and Ping An Overseas Holdings under the Lufax Scrip Dividend Scheme (under which 305,989,352 and 203,890,905 new Lufax Shares, representing approximately 17.65% and 11.76% of the total issued Lufax Shares as at the date of this joint announcement, were allotted and issued to An Ke Technology and Ping An Overseas Holdings) and the abovementioned acceptances under the Lufax non-US Offer and the Lufax US Offer, the Offeror Group and parties acting in concert with them had not acquired or agreed to acquire any Lufax Shares or rights over Lufax Shares and had not borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in respect of Lufax during the Offer Period.

Immediately after the close of the Lufax Offers, the Joint Offerors are interested in an aggregate of 984,945,755 Lufax Shares, representing approximately 56.82% of the total issued Lufax Shares as at the date of this joint announcement.

The Lufax Offers did not cause the Lufax ADSs and Lufax Shares to become eligible for deregistration under the Exchange Act or the Lufax ADSs not to satisfy NYSE listing conditions.

SETTLEMENT OF THE LUFAX SHARE OFFERS

The settlement of the consideration in respect of the acceptances of the Lufax non-US Offer will be made no later than seven (7) HK Business Days following the date of receipt of duly completed and valid acceptance of the Lufax non-US Offer, or by the Expected Last Payment Date (being Wednesday, October 30, 2024), whichever is earlier. The settlement of the consideration in respect of the acceptances of the Lufax US Offer will be made by the Expected Last Payment Date (being Wednesday, October 30, 2024) in accordance with the Exchange Act.

No fractions of a cent will be payable and the amount of the consideration payable will be rounded up to the nearest cent.

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SHAREHOLDING STRUCTURE OF LUFAX

Set out below is the shareholding structure of Lufax (i) immediately before the commencement of the Offer Period; and (ii) immediately upon the close of the Lufax Offers and as at the date of this joint announcement:

Notes:

As at the date of this joint announcement, the outstanding principal amounts of the Ping An Convertible Promissory Notes amounted to 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 in the table above, the Offeror Group and parties acting in connect with them did not hold, control or have direction over any Lufax Shares or rights over Lufax Shares before the Offer Period.

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Each of Mr. Jingkui SHI and Mr. Xuelian YANG has granted an option to An Ke Technology to purchase up to 100% of his shares in Lanbang (“Lanbang Offshore Call Options”). Each shareholder of Lanbang Investment Company Limited is entitled to his voting and other rights in Lanbang Investment Company Limited prior to An Ke Technology’s exercise of the Lanbang Offshore Call Options. Lanbang has also granted an option to An Ke Technology to purchase up to 100% of its shares in Tun Kung (“Tun Kung Offshore Call Options” , together with Lanbang Offshore Call Options, the “Offshore Call Options”). Lanbang is entitled to its voting and other rights in Tun Kung prior to An Ke Technology’s exercise of the Tun Kung Offshore Call Options. Mr. Jingkui SHI and Mr. Xuelian YANG also hold the entire equity interest in Shanghai Lanbang Investment Limited Liability Company (“Shanghai Lanbang”), which holds 18.29% of the equity interest in two of the Consolidated Affiliated Entities, Shanghai Xiongguo Corporation Management Co., Ltd. (上海雄國企業管理有限公司) and Shenzhen Lufax Holding Enterprise Management Co., Ltd. (深圳市陸控企業管理有限公司). Each of Mr. Jingkui SHI and Mr. Xuelian YANG has granted an option to Ping An Financial Technology to purchase up to 100% of his equity interest in Shanghai Lanbang (the “Onshore Call Options”), and together with the Offshore Call Options, the “Call Options”). As far as Tun Kung is aware, save for the Call Options, each of Mr. Jingkui SHI and Mr. Xuelian YANG has no other relationship with the Offeror Group as of the date of this joint announcement and there is no acting-in-concert arrangement between Tun Kung (including its shareholders) and the Offeror Group, nor does Tun Kung holds the Lufax Shares on behalf of the Offeror Group. 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. Such ten-year period may be extended by An Ke Technology or Ping An Financial Technology, as applicable, by written notice.

For details of the Call Options, see note (2) to the subsection headed “History and Corporate Structure – Our Corporate Structure” in the listing document of Lufax dated April 11, 2023.

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PUBLIC FLOAT OF LUFAX

Immediately upon the close of the Lufax Offers and as at the date of this joint announcement, a total of 440,165,270 Lufax Shares, representing approximately 25.39% of the total issued Lufax Shares, are held by the public (as defined in the Listing Rules). Accordingly, Lufax continues to satisfy the minimum public float requirement of 25% as set out under Rule 8.08(1)(a) of the Listing Rules.

Shenzhen, the PRC, October 28, 2024

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As at the date of this joint announcement, the executive directors of Ping An Group are Ma Mingzhe, Xie Yonglin, Michael Guo, Cai Fangfang and Fu Xin; the non-executive directors of Ping An Group are Soopakij Chearavanont, Yang Xiaoping, He Jianfeng and Cai Xun; and the independent non-executive directors of Ping An Group are Ng Sing Yip, Chu Yiyun, Liu Hong, Ng Kong Ping Albert, Jin Li and Wang Guangqian.

The directors of Ping An Group jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Lufax Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of the Lufax, An Ke Technology and Ping An Overseas Holdings) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the directors of An Ke Technology are Wang Shiyong, Huang Philip and Cheung Siu Man.

The directors of An Ke Technology jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Lufax Group, Ping An Group and Ping An Overseas Holdings) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of Lufax, Ping An Group and Ping An Overseas Holdings) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the directors of Ping An Overseas Holdings are Cheng Jianxin, Deng Benjamin Bin, Tung Hoi and Zhang Zhichun.

The directors of Ping An Overseas Holdings jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Lufax Group, Ping An Group and An Ke Technology) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of Lufax, Ping An Group and An Ke Technology) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the board of directors of Lufax 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 Lufax jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of the Offeror Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

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