LU Lufax Holding Ltd

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 An Ke Technology Company Limited

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS

 WC, OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Hong Kong

NUMBER OF

SHARES BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 764,894,583

 SHARED VOTING POWER

 N/A

 SOLE DISPOSITIVE POWER

 764,894,583

 SHARED DISPOSITIVE POWER

 N/A

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 764,894,583

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 44.1% ⁽¹⁾

 TYPE OF REPORTING PERSON

 CO

Percentage is calculated based on 1,733,362,540 issued and outstanding Ordinary Shares of Lufax, as reported by Lufax on a Form 6-K furnished on December 6, 2024 (the “Form 6-K”).

 NAMES OF REPORTING PERSONS

 China Ping An Insurance Overseas (Holdings) Limited

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS

 WC, OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Hong Kong

NUMBER OF

SHARES BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 393,795,905

 SHARED VOTING POWER

 N/A

 SOLE DISPOSITIVE POWER

 393,795,905

 SHARED DISPOSITIVE POWER

 N/A

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 393,795,905

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 22.7% ⁽¹⁾

 TYPE OF REPORTING PERSON

 CO

Percentage is calculated based on 1,733,362,540 issued and outstanding Ordinary Shares of Lufax, as reported by Lufax in the Form 6-K.

 NAMES OF REPORTING PERSONS

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

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS

 WC, OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 People’s Republic of China

NUMBER OF

SHARES BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 1,158,690,488

 SHARED VOTING POWER

 N/A

 SOLE DISPOSITIVE POWER

 1,158,690,488

 SHARED DISPOSITIVE POWER

 N/A

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,158,690,488

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 66.8% ⁽¹⁾

 TYPE OF REPORTING PERSON

 HC-CO

Percentage is calculated based on 1,733,362,540 issued and outstanding Ordinary Shares of Lufax, as reported by Lufax in the Form 6-K.

EXHIBIT

NUMBER

DESCRIPTION

Filed as an exhibit to the Schedule 13D filed on August 13, 2024.

Filed as an exhibit to the Amendment No. 1 to Schedule 13D filed on September 4, 2024.

Filed herewith.

Name

Principal Occupation

Name

Principal Occupation

Name

Principal Occupation

LANBANG INVESTMENT COMPANY LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands (“Lanbang” or “Shareholder”);

AN KE TECHNOLOGY COMPANY LIMITED (安科技術有限公司), a limited liability company incorporated under the laws of Hong Kong (“An Ke” or “Optionholder”); and

TUN KUNG COMPANY LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands (“Tun Kung”),

The Parties entered into an option agreement on 27 November 2015, as amended from time to time (the “TK Option Agreement”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the TK Option Agreement.

Pursuant to the TK Option Agreement, Lanbang granted to An Ke the option to purchase 173,744,733 ordinary shares in the issued share capital of Tun Kung held by Lanbang (the “Option Shares”) at the Option Price at any time during the Option Period. The Option Period has been extended by An Ke by serving certain written notices to Lanbang in accordance with the TK Option Agreement, and commences from 1 November 2024 and ends on 31 October 2034.

An Ke desires to acquire and directly hold the Alternative Delivery Shares (as defined below), rather than indirectly hold such shares in Lufax (as defined below) through holding of the Option Shares, and Lanbang and Tun Kung agree to facilitate An Ke’s direct holding of the Alternative Delivery Shares. The Parties desire to amend the TK Option Agreement to achieve the foregoing purpose.

Lanbang agrees to cause and direct Tun Kung to (and Tun Kung agrees to), upon receiving an Alternative Delivery Election (as defined below) from An Ke and subject to the payment of the Option Price by An Ke to Lanbang, transfer all Alternative Delivery Shares to An Ke (the “Lufax Share Transfer”).

In consideration of Tun Kung’s transfer of all Alternative Delivery Shares to An Ke, Tun Kung agrees to repurchase all Option Shares held by Lanbang, and Lanbang agrees to sell such Option Shares to Tun Kung (the “TK Share Repurchase”).

Therefore, the Parties intend to enter into this Agreement to amend the TK Option Agreement to allow for an Alternative Delivery Election by An Ke, and to agree on the terms and conditions of the Lufax Share Transfer and TK Share Repurchase.

INTERPRETATION

Definitions

Construction

In this Agreement, unless the contrary intention appears:

references to a party or any other person include its successors in title, permitted assigns and permitted transferees; and

any reference to a document is to that document as amended, varied or novated from time to time otherwise than in breach of this Agreement or that document.

The headings in this Agreement do not affect its interpretation.

CALL OPTION

The Parties agree that,

Clause 2.1 of the TK Option Agreement shall be amended and replaced in its entirety to read as follows:

The Shareholder hereby grants to the Optionholder the following Option:

In consideration of the payment by the Optionholder to the Shareholder of the sum of HKD1 (receipt of which is hereby acknowledged), the option (but not the obligation), exercisable at any time during the Option Period by service of an Option Notice, to purchase, (a) all the Option Shares or (b) in lieu thereof, pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and on the exercise of the Option, the Shareholder will become bound to transfer or cause to transfer, and the Optionholder will become bound to accept the transfer of, the relevant Option Securities.

The Optionholder may in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it (the “Alternative Delivery Election”) to the Shareholder and Tun Kung, require (a) the Shareholder to procure Tun Kung, and (b) Tun Kung, to deliver and transfer to the Optionholder, in lieu of the Option Shares to be delivered and transferred pursuant to such Option Notice, all Alternative Delivery Shares.

References to “Option Shares” in Clauses 2.6 and 2.7 of the TK Option Agreement shall be replaced by “Option Securities”.

Upon An Ke’s exercise of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, and subject to the payment of the Option Price by An Ke to Lanbang, Lanbang shall cause and direct Tun Kung to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Shares.

An Ke agrees that, concurrently with and subject to the completion of the Lufax Share Transfer, the charge created in favor of An Ke in and to Option Shares shall be released and to the extent that such charge has been registered with the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release of such charge with the BVI Registrar in accordance with the BVI Business Companies Act,2004 (as amended).

Each Party agrees that, upon the completion of the Lufax Share Transfer, each other Party’s obligations to it under the TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations on the date of termination or its rights and obligations arising as a result of termination.

LUFAX SHARE TRANSFER

Each of Lanbang and Tun Kung confirms and acknowledges that An Ke has served an Option Notice to it concurrently with the entering into of this Agreement, indicating the Alternative Delivery Election by An Ke. Subject to the terms and conditions of this Agreement, Lanbang shall direct Tun Kung to (and Tun Kung shall) transfer to An Ke, and An Ke shall accept the transfer from Tun Kung of, all Alternative Delivery Shares.

TK SHARE REPURCHASE

Subject to the terms and conditions of this Agreement, Tun Kung shall repurchase, and Lanbang shall consent to be repurchased, all of the Option Shares at the Closing, in consideration of Tun Kung’s transfer of all Alternative Delivery Shares to An Ke.

An Ke confirms and acknowledges that, subject to the Lufax Share Transfer occurring, the charge created in favor of An Ke in and to the Option Shares shall be released.

CLOSING

The consummation of Lufax Share Transfer and TK Share Repurchase respectively (each a “Closing”) shall take place remotely via the exchange of documents and signatures on the date hereof, or at such other time and place as the Parties mutually agreed upon (each a “Closing Date”).

At the Closing of the Lufax Share Transfer:

Tun Kung shall:

deliver to An Ke the original share certificate(s) (if any) representing the Alternative Delivery Shares in the name of Tun Kung for cancellation;

deliver to An Ke an instrument of transfer in respect of the Alternative Delivery Shares executed by it as transferor; and

cause Lufax to update its principal register of members to reflect the Lufax Share Transfer as contemplated under this Agreement, and deliver to An Ke a copy of the updated principal register of members of Lufax.

An Ke shall:

deliver to Tung Kung an instrument of transfer in respect of the Alternative Delivery Shares executed by it as transferee; and

pay the Option Price to Lanbang.

At the Closing of the TK Share Repurchase:

Lanbang shall deliver to Tun Kung:

the original share certificate(s) (if any) representing the Option Shares in the name of Lanbang for cancellation; and

an instrument of transfer in respect of the Option Shares executed by it as transferor.

Tun Kung shall:

cause its register of members to be updated to reflect the TK Share Repurchase as contemplated under this Agreement, and deliver to Lanbang a copy of its updated register of members;

cancel the Option Shares and cancel the original share certificate(s) (if any) received from Lanbang representing the Option Shares; and

deliver to Lanbang an instrument of transfer in respect of the Option Shares executed by it as transferee.

Tun Kung shall, as soon as practicable after the Closing Date of the Lufax Share Transfer, deliver or procure Lufax to deliver to An Ke, a share certificate representing the Alternative Delivery Shares duly executed by Lufax.

REPRESENTATIONS AND WARRANTIES

General warranties

it is a corporation duly incorporated, validly existing and in good standing under the laws of the place of its incorporation;

it has all requisite power and authority to execute and deliver this Agreement and to carry out and perform its obligations hereunder;

all actions on the part of such Party necessary for the authorisation, execution and delivery of this Agreement, the performance of all obligations of such Party hereunder have been taken or will be taken prior to the Closing;

the execution and delivery by it of this Agreement and the performance of its obligations hereunder do not and will not conflict with or constitute a default under any provision of:

any agreement or instrument to which it is a party;

its constitutional documents; or

any Laws to which it is bound;

this Agreement when executed and delivered by a Party shall constitute valid and legally binding obligations of such Party, enforceable against such Party in accordance with its terms, except:

as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally; and

as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Title

Lanbang represents and warrants to Tun Kung on the date of this Agreement and immediately before the Closing of the TK Share Repurchase that each of the following statements is true, accurate and not misleading:

Lanbang is the sole registered owner of the Option Shares and has valid title to the Option Shares free from any Encumbrances, claims or other third party rights (other than the charge created in favor of An Ke in and to the Option Shares); and

except for the charge created in favor of An Ke in and to the Option Shares), there exists no fact, event or circumstance that could (A) give rise to a claim by any other Person relating to any of the Option Shares or (B) result in the claw back of any of the Option Shares.

Tun Kung represents and warrants to An Ke on the date of this Agreement and immediately before the Closing of the Lufax Share Transfer that each of the following statements is true, accurate and not misleading:

Tun Kung is the sole registered owner of the Alternative Delivery Shares and has valid title to the Alternative Delivery Shares free from any Encumbrances, claims or other third party rights; and

there exists no fact, event or circumstance that could (A) give rise to a claim by any other Person relating to any of the Alternative Delivery Shares or (B) result in the claw back of any of the Alternative Delivery Shares.

Private Transfer

An Ke represents and warrants to Lanbang and Tun Kung on the date of this Agreement and immediately before the Closing of the Lufax Share Transfer that each of the following statements is true, accurate and not misleading:

An Ke is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), has such knowledge in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Alternative Delivery Shares, is aware of the characteristics of such shares, and is able to bear the economic risk of loss of its investment;

An Ke is aware that the offer and sale of the Alternative Delivery Shares has not been and will not be registered under the Securities Act or the securities laws of any U.S. state, that such shares may not be offered or sold in the United States without such registration or compliance with an exemption therefrom, and that such shares are “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act;

An Ke is acquiring the Alternative Delivery Shares for its own account and not with a view to any distribution or public offering of such shares;

An Ke’s acquisition of the Alternative Delivery Shares has not been made through or as a result of any advertisement or general solicitation; and

An Ke is a sophisticated investor and has had the opportunity to conduct diligence and understand all information it regards as necessary to a decision to acquire the Alternative Delivery Shares.

Each of Lanbang and Tun Kung, severally and not jointly, represents and warrants to An Ke on the date of this Agreement and immediately before the Closing of the Lufax Share Transfer that each of the following statements is true, accurate and not misleading:

It has not, directly or indirectly, engaged in any form of advertisement or general solicitation in connection with the transactions contemplated by this Agreement; and

It is not subject to any “bad actor” disqualification under Rule 506(d) of Regulation D under the U.S. Securities Act and is engaging in the transactions contemplated by this Agreement in good faith and not as part of any scheme to evade the requirements of the U.S. securities laws.

FURTHER ASSURANCE

CONFIDENTIALITY

No announcement concerning this Agreement shall be made by one Party (whether prior to or after the Closing Date) without the prior approval of the other Party (such approval not to be unreasonably withheld or delayed) except for such announcement as may be required by applicable Laws or the rules of a stock exchange binding on the relevant Party, in which event the disclosing Party shall use its best efforts to notify the other Party and take into consideration the comments by such other Party.

In addition to the foregoing, the Parties understand and acknowledge that this Agreement, the oral or written information exchanged between or obtained by the Parties and their Affiliates as a result of this Agreement, the information related to any dispute arising from or in connection with the performance, interpretation, breach, termination or validity of this Agreement are all confidential information (the “Confidential Information”). The Parties shall, and shall procure each of their representatives (including but not limited to any senior management staff, director, employee, shareholder, agent or Affiliate), keep confidential and not disclose to any third party (excluding any investor or potential investor, Affiliate and professional advisor of such Party) the Confidential Information unless:

the Confidential Information is or becomes generally available to the public other than as a result of a disclosure by a Party or its representatives or a third party source that was bound by a confidentiality agreement;

the Confidential Information was available to the Party or its representatives on a non-confidential basis prior to its disclosure by the other Party or its representatives; and

the Confidential Information is required to be disclosed under applicable Law, including but not limited to the disclosure made in accordance with any listing rule or any securities regulatory authority, in which case the Party having a disclosure obligation shall, at the reasonable time before the disclosure, consult the other Party over such disclosure and shall, as per the requests of the other Party, seek possible confidential treatments for the Confidential Information subject to disclosure.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of Hong Kong without giving effect to conflict of laws principles.

Disputes between the Parties shall be settled by arbitration at the Hong Kong International Arbitration Centre (“HKIAC”) in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the notice of arbitration is submitted in accordance with the HKIAC Rules, except as amended as follows:

the number of arbitrators shall be one;

the language to be used in the arbitral proceedings shall be English;

subject to the overall discretion of the arbitration tribunal, the costs of the arbitration, including the HKIAC’s and arbitrators’ fees and legal costs, shall be borne by the Party losing the arbitration;

while such dispute is being arbitrated under this Clause 9.2, neither Party shall be permitted to disclose any information or details relating to such dispute without the written consent of the other Party to the dispute, except as may be required by applicable Laws or under the rules of any securities exchange; and

other than the matter being disputed, the Parties shall continue to perform their respective obligations under this Agreement, which are not in dispute.

The award of the arbitration tribunal shall be final and binding. The Parties shall waive their rights of appeal, if any, to the extent allowed by Law.

NOTICES

All notices, requests, demands, approvals, waivers and other communications required or permitted under this Agreement must be in writing in English and shall be deemed to have been received by a Party when:

delivered by post, unless actually received earlier, on the third (3rd) Business Day after posting;

delivered by hand, on the day of delivery; and

delivered by email, on the day of dispatch;

all such notices and communications shall be addressed as set out below or to such other addresses as may be given by written notice in accordance with this Clause 10.

If to Lanbang:

If to An Ke:

If to Tun Kung:

GENERAL

Amendment

Assignment

Taxes and Costs

Entire agreement

This Agreement constitutes the entire agreement between the Parties in respect of the subject matter of this Agreement.

Each Party agrees that it has not been induced to enter into any such documents by, nor relied upon, any representation or warranty other than the representations and/or warranties contained in this Agreement.

Counterparts

Waiver

Severability

Third Party Rights

Confirmation

)

)

)

/s/ Zhong Yi

An Ke Technology Company Limited

(安科技術有限公司)

)

)

)

/s/ Gao Song

)

)

)

/s/ Yao Jun