Lufax Holding Ltd 6-K, filed Apr 14, 2023
Lufax Holding Ltd (LU)
About this 6-K
Lufax Holding Ltd filed this 6-K on April 14, 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 14, 2023 | ||||||
Exhibit Index
Exhibit 99.1
Lufax Holding Ltd Successfully Listed on the Main Board of The Stock Exchange of Hong Kong
SHANGHAI, China, April 14, 2023 – Lufax Holding Ltd (“Lufax” or the “Company”) (NYSE: LU), a leading financial services enabler for small business owners in China, today announced that it has successfully listed, by way of introduction, its ordinary shares (the “Shares”) on the Main Board of The Stock Exchange of Hong Kong Limited (the “HKEX”). The Shares are traded on the Main Board of the HKEX under the stock code “6623” in board lots of 100 Shares, and the stock short name is “LUFAX”. 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 Shares listed on the Main Board of the HKEX are fully fungible with the ADSs listed on the NYSE.
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.
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
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 trading day trading information in respect of the ADSs on the NYSE, inventory to
be held by Designated Dealer and number of Shares to be transferred to Hong Kong prior to the Listing
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”) and the announcement regarding previous day trading information in respect of the ADSs on the NYSE dated April 12, 2023 (the “April 12 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, the April 11 Announcement and the April 12 Announcement. For information on the respective designated broker identity number for the Designated Dealer and Alternate Designated Dealer, please refer to 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.
2
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 12, 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 |
|||||||||||||||||||||||||||
| Equivalent to | Equivalent to | Equivalent to | ||||||||||||||||||||||||||||||
| HK$ per Share | HK$ per Share | HK$ per Share | ||||||||||||||||||||||||||||||
| (converted | (converted | (converted | ||||||||||||||||||||||||||||||
| based on | based on | based on | ||||||||||||||||||||||||||||||
| two ADSs | two ADSs | two ADSs | ||||||||||||||||||||||||||||||
| USD | representing | USD | representing | USD | representing | (Shares in | ||||||||||||||||||||||||||
| per ADS | one Share) | per ADS | one Share) | per ADS | one Share) | million) | ||||||||||||||||||||||||||
| April 12, 2023 |
2.09 | 32.82 | 1.92 | 30.14 | 1.98 | 31.08 | 6.0 | 0.5 | % | |||||||||||||||||||||||
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, the April 11 Announcement and the April 12 Announcement before deciding to invest in the Shares or the ADSs.
INVENTORY TO BE HELD BY DESIGNATED DEALER AND/OR ITS AFFILIATE(S)
The Designated Dealer, J.P. Morgan Broking (Hong Kong) Limited has built a sufficient inventory of securities in Hong Kong to enable itself and/or its affiliate(s) to carry out trading activities during the Designated Period (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). As of the date of this announcement, the inventory of securities borrowed and to be held by the affiliate of the Designated Dealer amounts to a total of 28,652,716 Shares, representing approximately 2.5% of the Shares in issue and outstanding immediately upon Listing (assuming no further Shares will be issued under the Share Incentive Plans or upon conversion of the outstanding Convertible Promissory Notes prior to Listing). See the subsection headed “Listings, Registration, Dealings and Settlement — Proposed Liquidity Arrangements” in the Listing Document for further details of the intended liquidity arrangements during the Designated Period.
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INFORMATION ON SHARES TO BE TRANSFERRED TO HONG KONG PRIOR TO THE LISTING
The 342,989,127 Shares held by the Depositary will be removed from the principal share register in the Cayman Islands and entered into the Hong Kong share register before 9:00 a.m. on the Listing Date (Hong Kong time). Holders of ADSs who wish to cancel their ADSs and receive Shares tradable on the Hong Kong Stock Exchange shall give instruction to the Depositary (and the applicable ADR(s) if the ADSs are held in certificated form). See the subsection headed “Listings, Registration, Dealings and Settlement — Dealings and Settlement — Conversion between Shares Trading in Hong Kong and ADSs” in the Listing Document for further details.
As at April 12, 2023, being the latest practicable time for the purpose of ascertaining the relevant information before the issue of this announcement, the Company has given instructions to the effect that (i) 342,989,127 Shares (representing approximately 29.9% of the total number of issued and outstanding Shares upon Listing (assuming no further Shares will be issued under the Share Incentive Plans or upon conversion of the outstanding Convertible Promissory Notes prior to Listing)) held by the Depositary will be removed from the principal share register in the Cayman Islands and entered into the Hong Kong share register; and (ii) a total of 371,641,843 Shares (representing approximately 32.4% of the total number of issued and outstanding Shares upon Listing (assuming no further Shares will be issued under the Share Incentive Plans or upon conversion of the outstanding Convertible Promissory Notes prior to Listing, and including the Shares borrowed and to be held by the affiliate of the Designated Dealer)) will be registered on the Hong Kong share register, before 9:00 a.m. on the Listing Date (Hong Kong time).
Dealings in the Shares on the Hong Kong Stock Exchange are expected to commence on Friday, April 14, 2023.
FURTHER ANNOUNCEMENT
The Company will release a further announcement on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (ir.lufaxholding.com) not later than 8:30 a.m. (Hong Kong time) on Friday, April 14, 2023 to disclose the recent 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.
| By Order of the Board |
| Lufax Holding Ltd |
| Yong Suk CHO |
| Chairman of the Board and |
| Chief Executive Officer |
Hong Kong, April 13, 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”), the announcement regarding previous trading day trading information in respect of the ADSs on the NYSE dated April 12, 2023 (the “April 12 Announcement”) and the announcement regarding previous trading day trading information in respect of the ADSs on the NYSE, inventory to be held by Designated Dealer and number of Shares to be transferred to Hong Kong prior to the Listing dated April 13, 2023 (the “April 13 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, the April 11 Announcement, the April 12 Announcement and April 13 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).
2
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 13, 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 |
|||||||||||||||||||||||||||
| |
USD per ADS |
|
|
Equivalent to HK$ per representing |
|
|
USD per ADS |
|
|
Equivalent to HK$ per representing |
|
|
USD per ADS |
|
|
Equivalent to HK$ per representing |
|
|
(Shares in million) |
|
||||||||||||
| April 13, 2023 |
2.08 | 32.65 | 2.00 | 31.40 | 2.01 | 31.55 | 3.7 | 0.3 | % | |||||||||||||||||||||||
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, the April 11 Announcement, the April 12 Announcement and the April 13 Announcement before deciding to invest in the Shares or the ADSs.
3
Dealings in the Shares on the Hong Kong Stock Exchange are expected to commence at 9:00 a.m. (Hong Kong time) today. The Shares will be traded on the Hong Kong Stock Exchange in board lots of 100 Shares. The stock code is 6623. As stated in the subsection headed “Listings, Registration, Dealings and Settlement — Investor Education” in the Listing Document, the Company will release further announcements providing information on the developments and updates of the Liquidity Arrangements on the website of the Company (ir.lufaxholding.com) and the Hong Kong Stock Exchange (www.hkexnews.hk).
| By Order of the Board Lufax Holding Ltd Yong Suk CHO Chairman of the Board |
| and Chief Executive Officer |
Hong Kong, April 14, 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.
4