SCHEDULE 13D
EXPLANATORY NOTE
An Ke Technology Company
Limited (“An Ke”), China Ping An Insurance Overseas (Holdings) Limited (“PAOH”), and Ping An Insurance (Group) Company of China, Ltd. (“Ping An”, together with An Ke and PAOH, the “Reporting Persons” and each,
a “Reporting Person”) are the beneficial owners of ordinary shares, par value US$0.00001 per share (the “Ordinary Shares”), of Lufax Holding Ltd, a Cayman Islands company (“Lufax”). All references to Ordinary Shares
herein include the Ordinary Shares underlying the ADSs of Lufax.
The Reporting Persons originally filed a Schedule 13D (the “Schedule 13D”)
with the Securities and Exchange Commission (the “Commission”) on August 13, 2024. The Schedule 13D is hereby amended and supplemented by this Amendment No. 1 to Schedule 13D (this “Amendment”). Capitalized terms
used herein and not otherwise defined have the meanings assigned to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other
Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
The information set forth in Item 4 of this Amendment is hereby incorporated by reference into this Item 3.
The total purchase price of the Call Options exercisable within 60 days hereof as described below was approximately RMB158.3 million.
An Ke acquired such call options using its working capital.
Item 4. Purpose of Transaction
Item 4 of the
Schedule 13D is hereby amended and supplemented by adding the following:
The information set forth in Section “Call Options” under Item 6 of
this Amendment is hereby incorporated by reference into this Item 4.
The Call Options were acquired for long-term investment purposes.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:
(a) Rows (11) and (13) of the cover pages of this Amendment are hereby incorporated by reference into this Item 5(a).
(b) Rows (7) to (10) of the cover pages of this Amendment are hereby incorporated by reference into this Item 5(b).
(c) Except as disclosed in the Schedule 13D and this Amendment, none of the Reporting Persons or, to the knowledge, any of the persons listed in Schedules A-1, A-2 or A-3 of the Schedule 13D, has effected any transactions relating to the Ordinary Shares during the past 60 days.
(d) To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Section “Call Options” in Item 6 of the Schedule 13D is hereby amended and restated to read as follows:
Each shareholder of Lanbang Investment Company Limited (“Lanbang”), Mr. Jingkui Shi (“Mr. Shi”) and Mr. Xuelian Yang
(“Mr. Yang”), has granted an option to An Ke to purchase up to 100% of his shares in Lanbang (the “Lanbang Offshore Call Options”). Lanbang and Tongjun Investment Company Limited (“Tongjun”) are shareholders of
Tun Kung Company Limited (“Tun Kung”) that owned 56.4% and 43.6% of the equity interests, respectively, as of the date hereof, following a recent share repurchase by Tun Kung from Tongjun. Tun Kung beneficially owned 308,198,174
ordinary shares of Lufax as of March 31, 2024. Each shareholder of Lanbang is entitled to his voting and other rights in Lanbang prior to An Ke’s exercise of the Lanbang Offshore Call Options.
