Lufax Holding Ltd 6-K, filed Aug 7, 2024
Lufax Holding Ltd (LU)
About this 6-K
Lufax Holding Ltd filed this 6-K on August 7, 2024.
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 August 2024
Commission File Number 001-39654
Lufax Holding Ltd
(Registrant’s name)
Building No. 6
Lane 2777, Jinxiu East Road
Pudong New District, Shanghai
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Lufax Holding Ltd | ||||||
| By: | /s/ Alston Peiqing Zhu | |||||
| Name: | Alston Peiqing Zhu | |||||
| Title: | Chief Financial Officer | |||||
| Date: August 7, 2024 | ||||||
Exhibit 99.1
FF301
Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities
| For the month ended: | 31 July 2024 | Status: | New Submission | |||
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| To : Hong Kong Exchanges and Clearing Limited | ||||||
| Name of Issuer: | Lufax Holding Ltd | |||||
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| Date Submitted: | 07 August 2024 | |||||
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I. Movements in Authorised / Registered Share Capital
| 1. Class of shares | Ordinary shares | Type of shares | Not applicable | Listed on the Exchange (Note 1) | Yes | |||||||
| Stock code (if listed) | 06623 | Description | ||||||||||
| Number of authorised/registered shares | Par value | Authorised/registered share capital | ||||||||||
| Balance at close of preceding month | 10,000,000,000 | USD | 0.00001 | USD | 100,000 | |||||||
| Increase / decrease (-) | 0 | USD | 0 | |||||||||
| Balance at close of the month | 10,000,000,000 | USD | 0.00001 | USD | 100,000 | |||||||
Total authorised/registered share capital at the end of the month: USD 100,000
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II. Movements in Issued Shares and/or Treasury Shares
| 1. Class of shares | Ordinary shares | Type of shares | Not applicable | Listed on the Exchange (Note 1) | Yes | |||||||||
| Stock code (if listed) | 06623 | Description | ||||||||||||
| Number of issued shares (excluding treasury shares) |
Number of treasury shares | Total number of issued shares | ||||
| Balance at close of preceding month | 1,147,095,737 | 1,147,095,737 | ||||
| Increase / decrease (-) | 586,191,027 | |||||
| Balance at close of the month | 1,733,286,764 | 0 | 1,733,286,764 | |||
Remarks:
The number of issued shares of Lufax Holding Ltd (the “Company”) excludes (i) the shares underlying the ADSs repurchased by the Company pursuant to the share repurchase programs and (ii) 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 the Company’s share incentive plans, which in aggregate amounted to 56,410,020 as of July 31, 2024. The Company has obtained a waiver from the Stock Exchange from strict compliance with the requirements in relation to the retention of the abovementioned shares during its Hong Kong listing process. For further details, please refer to the section headed “Waivers” in the Company’s listing document dated April 11, 2023.
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III. Details of Movements in Issued Shares and/or Treasury Shares
(A). Share Options (under Share Option Schemes of the Issuer)
| 1. Class of shares | Ordinary shares | Type of shares | Not applicable | Listed on the Exchange (Note 1) | Yes | |||||||||||||||||||||
| Stock code (if listed) | 06623 | Description | ||||||||||||||||||||||||
| Particulars of share option scheme | Number of share options outstanding at close of preceding month |
Movement during the month |
Number of share options outstanding at close of the month |
Number of new shares issued during the month pursuant thereto (A1) |
Number of treasury shares transferred out of treasury during the month pursuant thereto (A2) |
Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month |
The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month | |||||||||||||||||||
| 1). | 2014 Share Incentive Plan adopted in December 2014 - award of options (which is amended from time to time) | 11,607,082 | 11,607,082 | 11,607,082 | 13,878,886 | |||||||||||||||||||||
| General Meeting approval date (if applicable) | ||||||||||||||||||||||||||
| Increase in issued shares (excluding treasury shares): | Ordinary shares (AA1) | |||||||||||||||||||||||
| Decrease in treasury shares: | Ordinary shares (AA2) | |||||||||||||||||||||||
| Total funds raised during the month from exercise of options: | USD 0 | |||||||||||||||||||||||
Remarks:
As of July 31, 2024, (i) 13,878,886 shares of the Company (equivalent to 6,939,443 ADSs of the Company) may be issued upon exercise of all share options to be granted under the 2014 Share Incentive Plan (adopted in December 2014 and amended from time to time) (the “2014 Share Incentive Plan”); and (ii) 26,058,160 shares of the Company (equivalent to 13,029,080 ADSs of the Company) are available for future grant under the aggregate scheme mandate limit under the 2014 Share Incentive Plan and the 2019 Performance Share Unit Plan (adopted in September 2019 and amended from time to time).
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(B). Warrants to Issue Shares of the Issuer Not applicable
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(C). Convertibles (i.e. Convertible into Shares of the Issuer)
| 1. Class of shares | Ordinary shares | Type of shares | Not applicable | Listed on the Exchange (Note 1) | Yes | |||||||||||||
| Stock code (if listed) | 06623 | Description | ||||||||||||||||
| Description of the Convertibles | Currency |
Amount at close of preceding month |
Movement during the month |
Amount at close of the month |
Number of new shares issued during the month pursuant thereto (C1) |
Number of treasury shares transferred out of treasury during the month pursuant thereto (C2) |
Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month | |||||||||||||||
| 1). | Ping An Convertible Promissory Notes |
USD | 976,900,000 | 976,900,000 | 421,077,586 | |||||||||||||||||
| Type of the Convertibles | Bond/Notes
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| Stock code of the Convertibles (if listed on the Exchange) (Note 1) | ||||||||||||||||||||||
| Subscription/Conversion price | USD 2.32 | |||||||||||||||||||||
| General Meeting approval date (if applicable) | ||||||||||||||||||||||
| Increase in issued shares (excluding treasury shares): |
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Ordinary shares (CC1) | ||||||||||||||||||||
| Decrease in treasury shares: |
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Ordinary shares (CC2) | ||||||||||||||||||||
Remarks:
| On March 21, 2024, the Company declared a special dividend of USD1.21 per the Company’s share or USD2.42 per the Company’s ADS. Taking into account the special dividend announced on March 21, 2024, the conversion price of the Ping An Convertible Promissory Notes has been adjusted to USD2.32 per share in accordance with the terms and conditions of the Ping An Convertible Promissory Notes. |
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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)
| 1. Class of shares | Ordinary shares | Type of shares | Not applicable | Listed on the Exchange (Note 1) | Yes | |||||||||||
| Stock code (if listed) | 06623 | Description | ||||||||||||||
| Description of other agreements or arrangements | General Meeting approval date (if applicable) |
Number of new shares issued during the month pursuant thereto (D1) | Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) | Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month | ||||||||||||
| 1). | 2019 Performance Share Unit plan, adopted in September 2019 - performance share units (which was amended from time to time) | 14,140 | 254,137 | |||||||||||||
| 2. Class of shares | Ordinary shares | Type of shares | Not applicable | Listed on the Exchange (Note 1) | Yes | |||||||||||
| Stock code (if listed) | 06623 | Description | ||||||||||||||
| Description of other agreements or arrangements | General Meeting approval date (if applicable) |
Number of new shares issued during the month pursuant thereto (D1) | Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) | Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month | ||||||||||||
| 1). | Issue and allotment of new shares pursuant to the scrip dividend scheme under the special dividend as described in the circular dated June 12, 2024 of the Company | 30 May 2024 | 586,176,887 | |||||||||||||
| Increase in issued shares (excluding treasury shares): | 586,191,027 | Ordinary shares (DD1) | ||||||||||||||
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| Decrease in treasury shares: | Ordinary shares (DD2) | |||||||||||||||
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(E). Other Movements in Issued Shares and/or Treasury Shares Not applicable
| Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): | 586,191,027 | Ordinary shares | ||||
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| Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): |
Ordinary shares | |||||
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| IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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V. Confirmations
Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:
(Note 4)
| (i) | all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it; |
| (ii) | all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under “Qualifications of listing” have been fulfilled; |
| (iii) | all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; |
| (iv) | all the securities of each class are in all respects identical (Note 5); |
| (v) | all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; |
| (vi) | all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; |
| (vii) | completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and |
| (viii) | the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. |
| Submitted by: | Yong Suk CHO |
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| Title: | Chairman of the Board of Directors and Chief Executive Officer |
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| (Director, Secretary or other Duly Authorised Officer) | ||||
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Notes
| 1. | The Exchange refers to The Stock Exchange of Hong Kong Limited. |
| 2. | In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), “date of event” should be construed as “cancellation date”. |
| In the case of repurchase of shares (shares held as treasury shares), “date of event” should be construed as “date on which shares were repurchased and held by the issuer in treasury”. |
| 3. | The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number. |
| 4. | Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return. |
| 5. | “Identical” means in this context: |
| • | the securities are of the same nominal value with the same amount called up or paid up; |
| • | they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and |
| • | they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
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