Lufax Holding Ltd 6-K, filed Apr 12, 2023
Lufax Holding Ltd (LU)
About this 6-K
Lufax Holding Ltd filed this 6-K on April 12, 2023.
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 April 2023
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/ David Siu Kam Choy | |
| Name: | David Siu Kam Choy | |
| Title: | Chief Financial Officer | |
Date: April 12, 2023
Exhibit 99.1
Lufax Holding Ltd Announces Proposed Dual Primary Listing on The Stock Exchange of Hong Kong Limited
SHANGHAI, China, April 11, 2023 – Lufax Holding Ltd (“Lufax” or the “Company”) (NYSE: LU), a leading financial services enabler for small business owners in China, today announced the proposed dual primary listing of its ordinary shares, par value US$0.00001 per share (the “Shares”) by way of introduction on the Main Board of The Stock Exchange of Hong Kong Limited (the “HKEX”). The Company’s American depositary shares (the “ADSs”), every two representing one Share, will continue to be primarily listed and traded on the New York Stock Exchange (the “NYSE”).
The Listing Committee hearing in respect of the Company’s listing application to the HKEX was held on March 30, 2023 (Beijing/Hong Kong Time) and the Company received a letter of in-principle approval to the listing application from the HKEX on April 6, 2023 (Beijing/Hong Kong Time) for the dual primary listing of the Shares on the Main Board of the HKEX. The listing document relating to the proposed dual primary listing of the Shares by way of introduction on the Main Board of the HKEX (the “Listing Document”) has been published on the website of the HKEX on April 11, 2023 (Beijing/Hong Kong Time). Subject to the final listing approval from the HKEX, the Shares are expected to commence trading on the Main Board of the HKEX on April 14, 2023 (Beijing/Hong Kong Time) under the stock code “6623.” The Shares will be traded in board lots of 100 Shares. Upon the dual primary listing on the Main Board of the HKEX, the Shares listed on the Main Board of the HKEX will be fully fungible with the ADSs listed on the NYSE.
With respect to the proposed dual primary listing on the Main Board of the HKEX, J.P. Morgan Securities (Far East) Limited, Morgan Stanley Asia Limited and UBS Securities Hong Kong Limited are acting as the joint sponsors. In addition, the Company has appointed J.P. Morgan Broking (Hong Kong) Limited as the designated securities dealer and Morgan Stanley Hong Kong Securities Limited as the alternate designated securities dealer to carry out liquidity and other trading arrangements in good faith and on arm’s length terms with a view to contributing towards liquidity to meet demand for the Shares in Hong Kong and to maintain an orderly market for a period of 30 calendar days, commencing on April 14, 2023 (Beijing/Hong Kong Time).
This press release shall not constitute an offer to sell or the solicitation of an offer or an invitation to buy any securities of the Company, nor shall there be any offer or sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
In order to facilitate the investors with a more timely and cost-effective conversion process from ADSs to Shares trading in Hong Kong, the Company has arranged with its principal share registrar in the Cayman Islands and the Hong Kong share registrar for the removal of a portion of the underlying Shares represented by the ADSs from its principal share registrar in the Cayman Islands and transfer to the Hong Kong share register prior to the listing. Please refer to the section headed “Listings, Registration, Dealings and Settlement” of the Listing Document for further details.
About Lufax
Lufax is a leading financial services enabler for small business owners in China. The Company offers tailor-made financing products to small business owners and other high-quality borrowers to address their large unmet needs. In doing so, the Company has established relationships with over 550 financial institutions in China, many of which have worked with the Company for over three years. These financial institutions provide funding and credit enhancement for the loans the Company enables as well as other products to enrich the small business owner ecosystem that the Company is creating.
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Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about Lufax’s beliefs and expectations, are forward-looking statements. Lufax has based these forward-looking statements largely on its current expectations and projections about future events and financial trends, which involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements involve inherent risks and uncertainties. All information provided in this press release is as of the date of this press release, and Lufax does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Investor Relations Contact
Lufax Holding Ltd
Email: Investor_Relations@lu.com
ICR, LLC
Robin Yang
Tel: +1 (646) 308-0546
Email: lufax.ir@icrinc.com
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Exhibit 99.2
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company 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 is for information purposes only and does not constitute an offer or an invitation by any person to acquire, purchase or subscribe for shares or other securities of Lufax Holding Ltd (the “Company”). Prospective investors should read the listing document dated April 11, 2023 (the “Listing Document”) issued by the Company for detailed information about the Company.
This announcement is not for distribution in the United States. This announcement is not an offer of securities for sale in the United States. No securities may be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling securities holder and that will contain detailed information about the company and management, as well as financial statements.
Unless otherwise defined in this announcement, capitalized terms in this announcement shall have the same meanings as those defined in the Listing Document.
Lufax Holding Ltd
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6623)
(NYSE Stock Ticker: LU)
LISTING BY WAY OF INTRODUCTION
ON THE MAIN BOARD OF
THE STOCK EXCHANGE OF HONG KONG LIMITED
Recent trading information in respect of the ADSs on the NYSE
and
Designated Dealer’s and Alternate Designated Dealer’s
respective designated dealer identity numbers
| Joint Sponsors | ||||
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| Financial Advisor | ||||
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1
The Company issues this announcement to provide details of the recent trading information in respect of the ADSs on the NYSE and the Designated Dealer’s and the Alternate Designated Dealer’s respective designated dealer identity numbers.
Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document) and the formal notice dated April 11, 2023 (the “Formal Notice”) issued by the Company before deciding to invest in the Shares or the ADSs.
INTRODUCTION
Reference is made to the Listing Document and the Formal Notice.
As at the date of this announcement, the total number of issued and outstanding share capital consisted of 1,146,108,643 fully paid Shares (excluding Shares underlying the ADSs repurchased by the Company pursuant to the share repurchase programs and Shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of options or awards granted under our Share Incentive Plans).
RECENT TRADING INFORMATION IN RESPECT OF THE ADSS ON THE NYSE
As disclosed in the section headed “Listings, Registration, Dealings and Settlement — Investor Education — Arrangements involving the Company and the Joint Sponsors” in the Listing Document, the Company and the Joint Sponsors will cooperate to inform the investor community of, among other things, the recent trading information about the Company.
The following table sets out certain trading information in respect of the ADSs (every two ADSs representing one Share) on the NYSE, including the daily high, low, closing price and trading volume, for the trading days in the NYSE from April 4, 2023 (i.e. the trading day of the NYSE immediately following the Latest Practicable Date) to April 10, 2023 (i.e. the trading day of the NYSE immediately before the date of this announcement):
| ADS Price | ||||||||||||||||||||||||||||||||
| Date | Day high | Day low | Closing Price | Trading Volume |
As % of total issued and outstanding shares |
|||||||||||||||||||||||||||
| USD per ADS |
Equivalent to HK$ per Share (converted based on two ADSs representing one Share) |
USD per ADS |
Equivalent to HK$ per Share (converted based on two ADSs representing one Share) |
USD per ADS |
Equivalent to HK$ per Share (converted based on two ADSs representing one Share) |
(Shares in million) |
||||||||||||||||||||||||||
| April 4, 2023 |
2.17 | 34.06 | 2.05 | 32.10 | 2.11 | 33.12 | 5.7 | 0.5 | % | |||||||||||||||||||||||
| April 5, 2023 |
2.07 | 32.49 | 1.81 | 28.41 | 1.83 | 28.73 | 6.4 | 0.6 | % | |||||||||||||||||||||||
| April 6, 2023 |
1.99 | 31.24 | 1.86 | 29.20 | 1.97 | 30.92 | 5.1 | 0.4 | % | |||||||||||||||||||||||
| April 10, 2023 |
1.94 | 30.45 | 1.80 | 28.26 | 1.85 | 29.04 | 5.4 | 0.5 | % | |||||||||||||||||||||||
2
The above trading information is provided further to the disclosure in the section headed “Listings, Registration, Dealings and Settlement” in the Listing Document and is for reference purpose only. The trading price of the Shares on the Hong Kong Stock Exchange following the Listing may not be the same as, and may differ from, the trading price of the ADSs on the NYSE. Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document) and the Formal Notice before deciding to invest in the Shares or the ADSs.
DESIGNATED DEALER’S AND ALTERNATE DESIGNATED DEALER’S DESIGNATED DEALER IDENTITY NUMBERS
As disclosed in the section headed “Listings, Registration, Dealings and Settlement — Proposed Liquidity Arrangements” in the Listing Document, upon the Listing and during the Designated Period (being a 30 calendar days from and including the Listing Date, i.e. commencing from the Pre-opening Session (as defined in the Rules of the Exchange) on April 14, 2023 and expiring upon the end of the Closing Auction Session (as defined in the Rules of the Exchange) on May 12, 2023 (being the last trading day in Hong Kong during the Designated Period), the Designated Dealer and/ or its affiliate(s) will, consider to carry out, or under the circumstances that the trades cannot be undertaken by the Designated Dealer and/or its affiliate(s) as a result of technical failures, request the Alternate Designated Dealer to consider to carry out, certain arbitrage, bridging and/or other trading activities (the “Liquidity Activities”) in circumstances as described in that section.
The Liquidity Activities are expected to contribute to the liquidity of Shares trading in Hong Kong upon the Listing while arbitrage trades may reduce potential material divergence between the prices of our Shares quoted on the Hong Kong Stock Exchange and our ADSs quoted on the NYSE.
Same as previously disclosed in the Formal Notice, the Designated Dealer and the Alternate Designated Dealer have each set up a designated dealer identity number, being 7695 and 7696, respectively, solely for the purposes of carrying out the Liquidity Activities in Hong Kong, in order to ensure identification and thereby enhance transparency of such trades in the Hong Kong market. Any change in such designated dealer identity number will be disclosed as soon as practicable by way of announcement on the Hong Kong Stock Exchange (www.hkexnews.hk) and will be posted by our Company on our website (ir.lufaxholding.com) on or before the first day of the Listing.
FURTHER ANNOUNCEMENT
Dealings in the Shares on the Hong Kong Stock Exchange are expected to commence on Friday, April 14, 2023. As stated in the section headed “Expected Timetable” in the Listing Document, the Company will release further daily announcements on the websites of the Hong Kong Stock Exchange and the Company on Wednesday, April 12, 2023, Thursday, April 13, 2023 and not later than 8:30 a.m. (Hong Kong time) on Friday, April 14, 2023 to disclose the previous day closing price, trading volume and relevant historical trading data of our ADSs on the NYSE and development and updates, if any, with regard to the liquidity arrangements described in the section headed “Listings, Registration, Dealings and Settlement” in the Listing Document.
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The Company will, as soon as practicable and in any event no later than one business day before the Listing Date, release an announcement on the websites of the Hong Kong Stock Exchange and the Company to inform the investing public of details of the available pool of Shares (with the aggregate number of Shares which have been registered on the Hong Kong Share Register and the inventory held by the Designated Dealer and the Alternate Designated Dealer) at the time of the Listing to meet the demand in the Hong Kong market.
| By Order of the Board |
| Lufax Holding Ltd |
| Yong Suk CHO |
| Chairman of the Board and Chief Executive Officer |
Hong Kong, April 11, 2023
As at the date of this announcement, the board of directors of the Company comprises Mr. Yong Suk Cho, Mr. Gregory Dean Gibb as the executive directors, Mr. Guangheng Ji, 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.
For the purpose of illustration only, USD is translated into HK$ at the rate of USD1.00 = HK$7.85. No representation is made that any amount in USD has been or could be converted at the above rate or at any rates or at all.
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Exhibit 99.3
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company 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 is for information purposes only and does not constitute an offer or an invitation by any person to acquire, purchase or subscribe for shares or other securities of Lufax Holding Ltd (the “Company”). Prospective investors should read the listing document dated April 11, 2023 (the “Listing Document”) issued by the Company for detailed information about the Company.
This announcement is not for distribution in the United States. This announcement is not an offer of securities for sale in the United States. No securities may be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling securities holder and that will contain detailed information about the company and management, as well as financial statements.
Unless otherwise defined in this announcement, capitalized terms in this announcement shall have the same meanings as those defined in the Listing Document.
Lufax Holding Ltd
陆 金 所 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6623)
(NYSE Stock Ticker: LU)
LISTING BY WAY OF INTRODUCTION ON THE MAIN BOARD OF
THE STOCK EXCHANGE OF HONG KONG LIMITED
Previous day trading information in respect of the ADSs on the NYSE
Joint Sponsors
|
|
|
Financial Advisor
1
The Company issues this announcement to provide details of the recent trading information in respect of the ADSs on the NYSE.
Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the formal notice dated April 11, 2023 (the “Formal Notice”) and the announcement regarding recent trading information in respect of the ADSs on the NYSE and Designated Dealer’s and Alternate Designated Dealer’s respective designated dealer identity numbers dated April 11, 2023 (the “April 11 Announcement”) issued by the Company before deciding to invest in the Shares or the ADSs.
INTRODUCTION
Reference is made to the Listing Document, the Formal Notice and the April 11 Announcement.
As at the date of this announcement, the total number of issued and outstanding share capital consisted of 1,146,108,643 fully paid Shares (excluding Shares underlying the ADSs repurchased by the Company pursuant to the share repurchase programs and Shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of options or awards granted under our Share Incentive Plans).
RECENT TRADING INFORMATION IN RESPECT OF THE ADSS ON THE NYSE
As disclosed in the section headed “Listings, Registration, Dealings and Settlement — Investor Education — Arrangements involving the Company and the Joint Sponsors” in the Listing Document, the Company and the Joint Sponsors will cooperate to inform the investor community of, among other things, the recent trading information about the Company.
The following table sets out certain trading information in respect of the ADSs (every two ADSs representing one Share) on the NYSE, including the daily high, low, closing price and trading volume, for April 11, 2023, being the trading day of the NYSE immediately before the date of this announcement:
| ADS Price | ||||||||||||||||||||||||||||||||
| Date | Day high |
Day low |
Closing Price | Trading Volume |
As% of total issued and outstanding shares |
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| USD per ADS |
Equivalent to HK$ per Share based on two ADSs representing one Share) |
USD per ADS |
Equivalent per Share based on two ADSs representing one Share) |
USD per ADS |
Equivalent per Share |
(Shares in million) |
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| April 11, 2023 |
2.14 | 33.59 | 1.90 | 29.83 | 2.07 | 32.49 | 9.1 | 0.8 | % | |||||||||||||||||||||||
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The above trading information is provided further to the disclosure in the section headed “Listings, Registration, Dealings and Settlement” in the Listing Document and is for reference purpose only. The trading price of the Shares on the Hong Kong Stock Exchange following the Listing may not be the same as, and may differ from, the trading price of the ADSs on the NYSE. Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the Formal Notice and the April 11 Announcement before deciding to invest in the Shares or the ADSs.
FURTHER ANNOUNCEMENTS
Dealings in the Shares on the Hong Kong Stock Exchange are expected to commence on Friday, April 14, 2023. The Company will release further daily announcements on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (ir.lufaxholding.com) on Thursday, April 13, 2023 and not later than 8:30 a.m. (Hong Kong time) on Friday, April 14, 2023 to disclose the previous day closing price, trading volume and relevant historical trading data of our ADSs on the NYSE and development and updates, if any, with regard to the liquidity arrangements described in the section headed “Listings, Registration, Dealings and Settlement” in the Listing Document.
The Company will, as soon as practicable and in any event no later than one business day before the Listing Date, release an announcement on the websites of the Hong Kong Stock Exchange and the Company to inform the investing public of details of the available pool of Shares (with the aggregate number of Shares which have been registered on the Hong Kong Share Register and the inventory held by the Designated Dealer) at the time of the Listing to meet the demand in the Hong Kong market.
| By Order of the Board Lufax Holding Ltd Yong Suk CHO Chairman of the Board and Chief Executive Officer
| ||
| Hong Kong, April 12, 2023 |
As at the date of this announcement, the board of directors of the Company comprises Mr. Yong Suk Cho, Mr. Gregory Dean Gibb as the executive directors, Mr. Guangheng Ji, 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.
For the purpose of illustration only, USD is translated into HK$ at the rate of USD1.00 = HK$7.85. No representation is made that any amount in USD has been or could be converted at the above rate or at any rates or at all.
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