Lufax Holding Ltd 6-K, filed Aug 20, 2021
Lufax Holding Ltd (LU)
About this 6-K
Lufax Holding Ltd filed this 6-K on August 20, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2021
Commission File Number 001-39654
Lufax Holding Ltd
(Registrant’s name)
No. 1333Lujiazui Ring Road 15/F
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Amendment to the Conversion Period of the Convertible Promissory Notes Held by China Ping An InsuranceOverseas (Holdings) Limited and An Ke Technology Company Limited
On August 20, 2021, Lufax Holding Ltd (the “Company”), China Ping An Insurance Overseas (Holdings) Limited (“PAOH”) and An Ke Technology Company Limited (“An Ke”) entered into an Amendment and Supplemental Agreement to the Share Purchase Agreement and the Convertible Promissory Notes (the “Third Amendment and Supplemental Agreement”). The Third Amendment and Supplemental Agreement amends the terms of the convertible promissory notes issued by the Company on October 8, 2015 in the aggregate principal amount of US$1,953,800,000 (the “Notes”) by extending the commencement of the conversion period of the Notes from the date which is one year after the date of the Company’s initial public offering to April 30, 2023.
Following such amendment, each of PAOH and An Ke has the right in the manner provided in the Notes, as applicable, to convert the whole or any part of the outstanding principal amount of the Notes, as applicable, into ordinary shares of the Company, par value US$0.00001 per share (or the American depositary shares representing ordinary shares of the Company), during the period starting from April 30, 2023 until the date which is five (5) business days before (and excluding) October 8, 2023 (the “Maturity Date”), at an initial conversion price of US$14.8869 per ordinary share. Unless converted or purchased and canceled prior to the Maturity Date, the Company will redeem the Notes at 100% of their principal amounts together with accrued interests on the Maturity Date.
Amendment to Exercise Period of the Lanbang and Tun Kung Call Options
The Company was notified by An Ke that on August 20, 2021, An Ke and its parent company, Shenzhen Ping An Financial Technology Consulting Co., Ltd (“Shenzhen Ping An”), as holders of the Call Options (as defined and described under Item 6. E. of the Company’s annual report filed with the Securities and Exchange Commission on March 11, 2021), amended the exercise period of the Call Options by providing notices to each of Lanbang Investment Company Limited (“Lanbang”), a shareholder of Tun Kung Company Limited, and Mr. Jingkui Shi and Mr. Xuelian Yang, the shareholders of Lanbang.
Following such amendments to the exercise period of the Call Options, the Call Options are now 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 or Shenzhen Ping An, as applicable, by written notice.
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/ James Xigui Zheng | |
| Name: | James Xigui Zheng | |
| Title: | Chief Financial Officer | |
| Date: August 20, 2021 |
Exhibit Index
EX-4.1
Exhibit 4.1
AMENDMENT AND SUPPLEMENTAL AGREEMENT
TO THE SHARE PURCHASE AGREEMENT
AND THE CONVERTIBLE PROMISSORY NOTES
This Amendment and Supplemental Agreement to the Share Purchase Agreement and the Convertible Promissory Notes (“Amendment and Supplemental Agreement”) is made on 20 August 2021 among:
| (1) | LUFAX HOLDING LTD (PREVIOUSLY KNOWN AS WINCON INVESTMENT COMPANY LIMITED (“LufaxHolding”), **** an exempted company registered in the Cayman Islands whose registered office is at the office of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands; |
|---|---|
| (2) | CHINA PING AN INSURANCE OVERSEAS (HOLDINGS) LIMITED (“PAOH”), a company duly<br>established and existing under the laws of Hong Kong whose registered office is at Suite 2318, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong; and |
| --- | --- |
| (3) | AN KE TECHNOLOGY COMPANY LIMITED (“An Ke” ), a company duly established and existing<br>under the laws of Hong Kong (registration number 2106134), whose registered office is at Room 2107, 21/F, C C Wu Building, 302-308 Hennessy Road, Wanchai, Hong Kong, |
| --- | --- |
(Each a “Party” and collectively the “Parties”).
RECITALS
| A. | On 27 August 2015, Lufax Holding and PAOH entered into a share purchase agreement (the “SharePurchase Agreement”) pursuant to which PAOH agreed to sell and transfer the Purchased Shares to Lufax Holding and Lufax Holding agreed to purchase the Purchased Shares from PAOH (the “Transaction”). |
|---|---|
| B. | Lufax Holding and PAOH proceeded with the completion of the Transaction whereby the legal ownership of the<br>Purchased Shares was transferred to Lufax Holding on 8 October 2015 and the purchase price was satisfied by the issuance of the USD 1,953,800,000, 0.7375% convertible promissory note by Lufax Holding to PAOH on the same date.<br> |
| --- | --- |
| C. | On 8 October 2015, PAOH entered into an agreement with An Ke (the “Note TransferAgreement”), whereby PAOH agreed to transfer USD 937,824,000 of the outstanding principal amount of the USD 1,953,800,000, 0.7375% convertible promissory note and its rights, benefits and interests to An Ke (the “NoteTransfer”) and An Ke agreed to acquire such part of the outstanding principal amount on the terms set out in the Note Transfer Agreement. |
| --- | --- |
| D. | On 8 October 2015, upon the completion of the Note Transfer, Lufax Holding issued the USD 1,015,976,000,<br>0.7375% convertible promissory note (Certificate No. 002) to PAOH and the USD 937,824,000, 0.7375% convertible promissory note (Certificate No. 003) to An Ke (each a “Note” and collectively the “Notes”).<br> |
| --- | --- |
| E. | On 27 November 2015, Lufax Holding and PAOH entered into a supplemental agreement to the Share Purchase<br>Agreement and the Notes (the “First Amendment and Supplemental Agreement”). On the same date, PAOH and An Ke entered into a supplemental agreement to the Note Transfer Agreement. |
| --- | --- |
| F. | On 31 August 2020, Lufax Holding, PAOH and An Ke further entered into a supplemental agreement to the<br>Share Purchase Agreement and the Notes (the “Second Amendment and Supplemental Agreement”). |
| --- | --- |
| G. | Pursuant to Clause 15 of the Notes, subject to the approval by the Stock Exchange (if required), the terms and<br>conditions of the Note may be varied, expanded or amended by agreement in writing between the Company and the Noteholder and any such variation, expansion or amendment shall be effective and binding upon the Note and the Noteholder.<br> |
| --- | --- |
| H. | As such, the Parties intend to amend and supplement the Share Purchase Agreement and the Notes in accordance<br>with the terms herein. |
| --- | --- |
The Parties hereby agree as follows:
| 1. | Capitalized terms used herein shall have the respective meanings ascribed thereto under the Share Purchase<br>Agreement and the Notes, unless otherwise defined in this Amendment and Supplemental Agreement. |
|---|---|
| 2. | Amendment to the Terms and Conditions of the Notes and Schedule 4 of the Share Purchase Agreement:<br> |
| --- | --- |
The term “Conversion Period” (as defined in the Terms and Conditions of the Notes and also attached as Schedule 4 of the Share Purchase Agreement, and further amended and replaced by the Second Amendment and Supplemental Agreement), is hereby amended and replaced in its entirety by the following:
“Conversion Period” shall mean “the period commencing on April 30, 2023 until the date which is five (5) Business Days before and (excluding) the Maturity Date.”
| 3. | Save as expressly modified herein, all provisions of the Share Purchase Agreement and the Notes shall remain<br>and continue to be of full force and effect. In the event of any conflict arising between the terms of this Amendment and Supplemental Agreement and those of the Share Purchase Agreement and the Notes, the terms of this Amendment and Supplemental<br>Agreement shall prevail. |
|---|---|
| 4. | The Parties undertake to execute and do and procure to be executed and done all documents, deeds, acts and<br>things as may be necessary, and to obtain all necessary consents, in order to give effect to the terms of this Amendment and Supplemental Agreement. |
| --- | --- |
| 5. | This Amendment and Supplemental Agreement may be executed in any number of counterparts each of which when<br>executed by one or more of the Parties to this Amendment and Supplemental Agreement will constitute an original but all of which will constitute one and the same instrument. |
| --- | --- |
| 6. | This Amendment and Supplemental Agreement shall be effective as of the date first written above upon the<br>execution and delivery of this Amendment and Supplemental Agreement by the Parties. For the avoidance of doubt, this Amendment and Supplemental Agreement shall not be binding on any Party hereto unless and until it shall have been executed by or on<br>behalf of all persons expressed to be Party hereto. |
| --- | --- |
| 7. | This Amendment and Supplemental Agreement will be governed by and construed in accordance with the laws of Hong<br>Kong. |
| --- | --- |
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF the Parties have executed this Amendment and Supplemental Agreement on the date first above written.
| SEALED with the Common Seal of | ) |
|---|---|
| Lufax Holding Ltd | ) |
| and SIGNED<br>by /s/ Guangheng Ji | ) |
| ) | |
| in the presence of : | ) |
| SEALED with the Common Seal of | ) |
| China Ping An Insurance Overseas (Holdings) | ) |
| Limited | ) |
| and SIGNED<br>by /s/ Hoi Tung | ) |
| ) | |
| in the presence of : /s/<br>Yintao Wang | ) |
| SEALED with the Common Seal of | ) |
| An Ke Technology Company Limited | ) |
| and SIGNED<br>by /s/ Shiyong Wang | ) |
| ) | |
| in the presence of : | ) |