LU Lufax Holding Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Amendment No. 1

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

LUFAX HOLDING LTD

(Name of Subject Company (Issuer))

Ping An Insurance (Group) Company of China, Ltd.

An Ke Technology Company Limited

China Ping An Insurance Overseas (Holdings) Limited

(Names of Persons Filing Statement)

Ordinary Shares, par value US$0.00001

(Title of Class of Securities)

G5700Y209

(Cusip Number of Class of Securities)

American Depositary Shares (ADS) each representing

two Ordinary Shares, par value US$0.00001

(Title of Class of Securities)

54975P201

(Cusip Number of Class of Securities)

Ping An Insurance (Group) Company of China, Ltd.

Attention: Xiaoxiao Shen

47th, 48th, 109th, 110th, 111th, 112th Floors, Ping An Finance Center

No. 5033 Yitian Road, Futian District, Shenzhen, China

+86 400 886 6338

An Ke Technology Company Limited

Attention: Yanmei Dong

23/F, Two International Finance Centre

8 Finance Street, Central, Hong Kong, China

+86 0755 2262 7970

China Ping An Insurance Overseas (Holdings) Limited

Attention: Pannie Yiu

23/F, Two International Finance Centre

8 Finance Street, Central, Hong Kong, China

+852 37629092

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

This Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute this “Schedule TO”) is filed by An Ke Technology Company Limited, a company incorporated in Hong Kong with limited liability (“An Ke”), China Ping An Insurance Overseas (Holdings) Limited, a company incorporated in Hong Kong with limited liability (“PAOH”, and together with An Ke, the “Joint Offerors”), and Ping An Insurance (Group) Company of China, Ltd. (中國平安保險(集團)股份有限公司), a company established as a joint stock company under the laws of the People’s Republic of China and parent company of the Joint Offerors (“Ping An Group”, and together with the Joint Offerors, the “Offeror Group”), for outstanding ordinary shares, par value $0.00001 per share (each, an “Ordinary Share” and collectively, the “Ordinary Shares”), and American Depositary Shares each representing two Ordinary Shares (each, an “ADS” and collectively, the “ADSs”) of Lufax Holding Ltd, a company with limited liability incorporated in the Cayman Islands (“Lufax”), other than the Ordinary Shares owned by the Joint Offerors, at a purchase price of $1.127 per Ordinary Share and $2.254 per ADS, net to the seller in cash, without interest (the “Offer Price”) and less taxes required to be withheld, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash dated September 27, 2024 (the “US Offer Document”) and the related BLUE Form of Acceptance (“US Form of Acceptance”), WHITE Form of Acceptance (“Non-US Form of Acceptance”), and Letter of Transmittal (“Letter of Transmittal”). The US Form of Acceptance, Non-US Form of Acceptance, the Letter of Transmittal, and the US Offer Document, as each may be amended and supplemented from time to time, constitute the “Offer”. This Schedule TO is being filed on behalf of Offeror Group.

The information set forth in the US Offer Document, Letter of Transmittal, the US Form of Acceptance, and Non-US Form of Acceptance, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(E), and (a)(1)(F) hereto, respectively, is incorporated by reference in answers to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

ITEM 1. SUMMARY TERM SHEET

The information set forth in the sections of the US Offer Document entitled “Summary Term Sheet” and “Questions and Answers” is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION

(a) Name and Address. The name of the subject company and the issuer of securities to which this Schedule TO relates is Lufax Holding Ltd, a company with limited liability incorporated in the Cayman Islands. Lufax’s principal executive offices are located at Building No. 6 Lane 2777, Jinxiu East Road, Pudong New District, Shanghai, People’s Republic of China, and its telephone number is +86 21-3863-6278. The information set forth in the US Offer Document under the caption “General Information Relating to the Lufax Group – Miscellaneous “ is incorporated herein by reference.

(b) Securities. The information set forth in the US Offer Document under the caption “Letter from the Lufax Board – Information on the Lufax Group – Public Float and Shareholdings in Lufax” is incorporated herein by reference.

(c) Trading Market and Price. The information set forth in the US Offer Document under caption “Letter from Morgan Stanley and the Offeror Group - Highest and Lowest Prices of Lufax Shares and Lufax ADSs” is incorporated herein by reference. The ADSs are traded on The New York Stock Exchange under the symbol “LU.” The Ordinary Shares are traded on the Hong Kong Stock Exchange under the stock code “6623.”

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON

(a) Name and Address. The information set forth in the US Offer Document under the caption “Special Factors – Business of the Offeror Group” is incorporated herein by reference.

(b) Business and Background of Entities. The information set forth in the US Offer Document under the caption “Special Factors – Business of the Offeror Group” is incorporated herein by reference.

None of the filing entities has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors).

None of the filing entities has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

(c) Business and Background of Natural Persons

The information set forth in the US Offer Document under the caption “Special Factors – Business of the Offeror Group” is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION

(a) Material Terms.

(1) Tender Offers. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

(xi) A brief statement as to the accounting treatment of the transaction, if material. Lufax has become a non-wholly-owned subsidiary of Ping An Group after the allotment and issuance of the new Ordinary Shares under the Lufax Scrip Dividend Scheme. The financial results of Lufax have been consolidated into the consolidated financial statements of Ping An Group since July 2024. The accounting treatment will remain the same after the transaction.

(2) Merger or Similar Transaction. Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(a) Transactions. The information set forth in the US Offer Document under caption “Special Factors – Past Contracts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

(b) Significant Corporate Events. The information set forth in the US Offer Document under caption “Special Factors – Past Contracts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

(c) Agreements Involving the Subject Company’s Securities. The information set forth in the US Offer Document under caption “Special Factors – Past Contracts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(a) Purposes. The information set forth in “Letter from Morgan Stanley and the Offeror Group – Intention of the Offeror Group in Relation to the Lufax Group” in the US Offer Document is incorporated herein by reference.

(b) Plans. The information set forth in “Letter from Morgan Stanley and the Offeror Group – Intention of the Offeror Group in Relation to the Lufax Group” in the US Offer Document is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a) Source of Funds. The information set forth in the US Offer Document under caption “Letter from Morgan Stanley and the Offeror Group – The Lufax Offers – Financial Resources Available to the Joint Offerors”, “Questions and Answers – Do the Joint Offerors have the financial resources to make payment of the consideration for this Offer?” and “Special Factors – Source and Amount of Funds or Other Consideration” is incorporated herein by reference.

(b) Conditions. Not applicable.

(c) Borrowed Funds. Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

(a) Securities Ownership. The information set forth in the US Offer Document under the caption “General Information Relating to the Offeror Group – Disclosure of Interests”, “Letter from the Lufax Board – Information on the Lufax Group – Public Float and Shareholdings in Lufax, and “Special Factors – Interest in Securities of the Subject Company” is incorporated herein by reference.

(b) Securities Transactions. None.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

(a) Solicitations or Recommendations. The information set forth in the US Offer Document under caption “Special Factors – Persons/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference.

ITEM 10. FINANCIAL STATEMENTS

(a) Financial Information. The information set forth in the US Offer Document under caption “Financial Information of the Lufax Group” and “Special Factors – Financial Information of the Joint Offerors” is incorporated by reference.

(b) Pro Forma Information. Not applicable.

ITEM 11. ADDITIONAL INFORMATION

(a) Agreements, Regulatory Requirements and Legal Proceedings.

(c) Other Material Information. None.

ITEM 12. EXHIBITS

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

ITEM 1. Summary Term Sheet

The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

ITEM 2. Subject Company Information

(a) Name and Address. The name of the subject company and the issuer of securities to which this Statement relates is Lufax Holding Ltd, a limited liability company incorporated in the Cayman Islands. Lufax’s principal executive offices are located at Building No. 6, Lane 2777, Jinxiu East Road, Pudong New District, Shanghai, People’s Republic of China, and its telephone number is +86 21-3863-6278. The information set forth in the US Offer Document under the caption “Special Factors – Business of the Offeror Group” is incorporated herein by reference.

(b) Securities. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

(c) Trading Market and Price. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

(d) Dividends. During the past two years, Lufax distributed cash dividends to its shareholders as follows: US$0.68 per ordinary share (US$0.34 per ADS) in April 2022, based on its net profits for the financial year 2021; US$0.34 per ordinary share (US$0.17 per ADS) in October 2022, based on its net profits for the six-month period ended June 30, 2022; US$0.10 per ordinary share (US$0.05 per ADS) in April 2023, based on the profits for the six-month period ended December 31, 2022; and US$0.078 per ordinary share (US$0.039 per ADS) in October 2023, based on the profits for the six-month period ended June 30, 2023. For the years ended December 31, 2022 and 2023, dividends made to U.S. investors were RMB7,628.6 million (US$1,074.4 million) and RMB1,438.8 million (US$202.6 million).

(e) Prior Public Offering. Not applicable.

(f) Prior Stock Purchase. None.

ITEM 3. Identity and Background of Filing Persons

(a) Name and address. The information set forth under the caption “Special Factors – Business of the Offeror Group” in the US Offer Document is incorporated herein by reference.

(b) Business and Background of Entities. The information set forth in the US Offer Document under the caption “Special Factors – Business of the Offeror Group” is incorporated herein by reference.

None of the Filing Persons has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors).

None of the Filing Persons has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

(c) Business and Background of Natural Persons. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

ITEM 4. Terms of the Transaction

(a) Material Terms.

(1) Tender Offers. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

(xi) A brief statement as to the accounting treatment of the transaction, if material. Lufax has become a non-wholly-owned subsidiary of Ping An Group after the allotment and issuance of the new Ordinary Shares under the Lufax Scrip Dividend Scheme. The financial results of Lufax have been consolidated into the consolidated financial statements of Ping An Group since July 2024. The accounting treatment will remain the same after the transaction.

(2) Mergers or Similar Transactions. Not applicable.

(c) Different Terms. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

(d) Appraisal Rights. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

(e) Provisions for unaffiliated shareholders. The Filing Persons have not made any provision in connection with the transaction to grant unaffiliated security holders access to its corporate files or to obtain counsel or appraisal services at its expense.

(f) Eligibility of Listing or Trading. Not applicable.

ITEM 5. Past Contracts, Transactions, Negotiations and Agreements

(a)-(c) Transactions; Significant Corporate Events; Negotiations or Contacts. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

(e) Agreements Involving the Subject Company’s Securities. Negotiations or Contacts. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

ITEM 6. Purposes of the Transaction and Plans or Proposals

(b) Use of Securities Acquired. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

(c)(1)-(8) Plans. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

ITEM 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

(b)-(c) Alternatives; Reasons. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

(d) Effects. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

ITEM 8. Fairness of the Transaction

(a)-(b) Fairness. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

(c) Approval of Security Holders. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

(d) Unaffiliated Representative. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

(e) Approval of Directors. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

(f) Other Offers. None.

ITEM 9. Reports, Opinions, Appraisals and Negotiations

(a)-(c) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

ITEM 10. Source and Amount of Funds or Other Consideration

(a) Source of Funds. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

(b) Conditions. Not applicable.

(c) Expenses. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

(d) Borrowed Funds. Not applicable.

ITEM 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

(b) Securities Transaction. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

ITEM 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

(e) Recommendations of Others. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

ITEM 13. Financial Statements

(a) Financial Information. The information set forth in the US Offer Document under the following captions is incorporated herein by reference:

(b) Pro Forma Information. Not applicable.

ITEM 14. Persons/Assets, Retained, Employed, Compensated or Used

(a) Solicitation or Recommendations. The information set forth in the US Offer Document under the following caption is incorporated herein by reference:

(b) Employees and Corporate Assets. None.

ITEM 15. Additional Information

(b) Other Material Information. The information set forth in the US Offer Document, including all annexes thereto, is incorporated herein by reference.

ITEM 16. Exhibits

[Remainder of the page is intentionally left blank]

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit (a)(1)(A)

Amended and Restated

Offer to Purchase for Cash

All Ordinary Shares of Holders in the United States and

All American Depositary Shares, Each Representing Two Ordinary Shares, to Holders Wherever Located

of

Lufax Holding Ltd

for

US$1.127 per Ordinary Share, or

US$2.254 per ADS,

by

An Ke Technology Company Limited,

China Ping An Insurance Overseas (Holdings) Limited, and

Ping An Insurance (Group) Company of China, Ltd.

An Ke Technology Company Limited (“An Ke Technology”) and China Ping An Insurance Overseas (Holdings) Limited (“Ping An Insurance Overseas Holdings,” and together with An Ke Technology, the “Joint Offerors”), each a wholly-owned subsidiary of Ping An Insurance (Group) Company of China, Ltd. (中國平安保險(集團)股份有限公司) (“Ping An Group,” and together with the Joint Offerors, the “Offeror Group”), are required under the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”) (1) to make unconditional mandatory general offers to (i) acquire all issued and outstanding ordinary shares, par value of US$0.00001 per share (the “Ordinary Shares”), and American Depositary Shares, each representing two Ordinary Shares (the “ADSs”) of Lufax Holding Ltd (“Lufax”), and Ordinary Shares and ADSs to be issued under the Phase I share incentive plan adopted by Lufax in December 2014 and as most recently amended and restated on April 12, 2023 (the “Lufax 2014 Share Incentive Plan”) and the 2019 performance share unit plan adopted by Lufax in September 2019 and as most recently amended and restated on April 12, 2023 (the “Lufax 2019 Performance Share Unit Plan”) (other than those already owned by the Offeror Group), and (ii) to cancel all outstanding options (the “Options”) granted under the Lufax 2014 Share Incentive Plan; and (2) to make appropriate arrangement for all unvested performance share units (the “PSUs”) granted under the Lufax 2019 Performance Share Unit Plan to cancel all unvested PSUs. To satisfy this requirement with respect to holders of Ordinary Shares that are residents of the United States (“US Shareholders”), and with respect to holders of ADSs, wherever located (“ADS Holders”), the Joint Offerors are making this offer (this “Offer”) to such persons to purchase each Ordinary Share for US$1.127 per share and each ADS for US$2.254 per ADS, in each case without interest, upon the terms, and subject to the conditions set forth in this document (as amended, restated, and supplemented from time to time, this “Offer Document”), and the US form of acceptance and transfer accompanying this Offer Document for Ordinary Shares (the “BLUE Form of Acceptance”) and the letter of transmittal accompanying this Offer Document for ADSs (the “Letters of Transmittal”).

This Offer is structured to comply with the requirements applicable to tender offers that qualify for the “Tier II” exemptions under the Rule 14d-1(d) and related rules under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as to certain exemptive relief provided by the Securities and Exchange Commission (the “SEC”). A separate, concurrent offer (the “Non-US Offer,” and together with this Offer, the “Offers”) in respect of the Ordinary Shares is being conducted pursuant to the Takeovers Code, which offer does not allow tenders of ADSs, is open to all shareholders whether resident in Hong Kong or outside of Hong Kong (including US Shareholders), does not permit withdrawal by a tendering holder, requires payment of the consideration no later than seven (7) Hong Kong business days following the date of receipt of duly completed and valid acceptance (or if earlier, by the same time the offer price is delivered in this Offer), and differs in other important ways from this Offer. See “The Non-US Offer.”

The ADSs are listed on the New York Stock Exchange (“NYSE”) under the symbol “LU,” and the Ordinary Shares are listed on The Stock Exchange of Hong Kong Limited (“HKSE”) under the stock code “6623.” On September 24, 2024, the closing price of the ADSs as reported on the NYSE was US$2.52 per ADS and the closing price of the Ordinary Shares as reported on the HKSE was HK$9.19 per Ordinary Share (equivalent to approximately US$1.18). The Offer Prices (as defined below) are lower than these prices.

The Joint Offerors do not believe this Offer is fair, from a financial point of view, to the unaffiliated security holders of Lufax. See “Special Factors—11. Position of the Offeror Group Regarding Fairness of this Offer.”

The Offeror Group would not be making the Offers but for the requirements of the Takeovers Code, and in that sense the Offers are not voluntary. The Offeror Group is not making the Offers for the purpose of, and they do not believe the Offers will have a reasonable likelihood of, causing the ADSs or Ordinary Shares to become eligible for deregistration under the Exchange Act or causing the ADSs to be delisted from the NYSE. The Offeror Group intends to take necessary and appropriate steps to ensure that Lufax remains listed on the NYSE and a public company in the United States. Despite such purpose, belief and intention, the Offeror Group does not fully control whether the Offers could have such an effect.

To tender your Ordinary Shares or ADSs in this Offer, you must follow the procedures set forth in the section of this Offer Document titled “Action to be Taken.”

You are encouraged to read this entire Offer Document carefully before deciding whether to accept and tender in this Offer. You are encouraged to consult with your personal financial, legal, tax or other advisors before deciding whether or not to tender in this Offer.

In some respects, this Offer Document includes contents that are customary in Hong Kong for mandatory general offers. For example, such offers are generally conducted pursuant to a “composite document” that sets forth information about the offer and letters from various parties regarding the offer, including the offerors and their financial advisor, the board of directors of the company whose securities are subject to the offer, the independent board committee of the company whose securities are subject to the offer, and the independent financial adviser of the company whose securities are subject to the offer. To ensure that US holders in this Offer are afforded this information, such letters are included in this Offer Document in the form used in the Composite Document for the Non-US Offer (the “Composite Document”), which is available at https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0927/2024092700547.pdf.

Morgan Stanley Asia Limited (“Morgan Stanley”), which is authorized and regulated by the Securities and Futures Commission of Hong Kong (the “SFC”), is acting as the financial adviser to the Joint Offerors. Morgan Stanley will for and on behalf of the Joint Offerors, make the Non-US Offer and the Option Offer pursuant to the Takeovers Code and provide confirmation pursuant to the Takeovers Code that it is satisfied that sufficient financial resources are available to the Joint Offerors to satisfy the maximum cash consideration payable by the Joint Offerors upon full acceptance of the Share Offers (including the this Offer), the Option Offer and the PSU Arrangement. Morgan Stanley will not conduct market making activity with respect to making the Share Offers, the Option Offer and the PSU Arrangement. Morgan Stanley will not be responsible to anyone other than the Joint Offerors for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Joint Offers or the contents of this document.

To the extent the Offers referred to in this Offer Document are being made into the United States, they are being made solely by the Joint Offerors. References in this Offer Document to Offers being made by Morgan Stanley on behalf of the Joint Offerors should be construed accordingly.

To the extent permissible under applicable laws or regulations of Hong Kong, the Cayman Islands and the United States, and in accordance with normal market practice in Hong Kong, Morgan Stanley or its affiliates may from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Ordinary Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, Ordinary Shares, other than pursuant to the Offers, before, during or after the period in which the Offers remain open for acceptance. Such purchases, or arrangements to purchase may occur either in the open market at prevailing prices or in private transactions at negotiated prices and will comply with all applicable rules in Hong Kong (including the Takeovers Code), the Cayman Islands and the United States (including applicable exemptions from Rule 14e-5 under the Exchange Act). Any information about such purchases will be disclosed as required by laws or regulations in Hong Kong and the Cayman Islands. This information will be disclosed in the United States through amendments to the Schedule TO-T filed with the SEC, and available for free at the SEC’s website at www.sec.gov, to the extent that such information is made public in Hong Kong pursuant to the Takeovers Code or the Listing Rules. Notwithstanding the foregoing, none of such purchases, or arrangements to purchase, shall constitute any market making activity with respect to making the Share Offers, the Option Offer and the PSU Arrangement.

Neither the SEC nor any other regulatory authority has approved, disapproved, or passed upon the merits or fairness of this Offer or the adequacy or accuracy of the information contained in this Offer Document. Any representation to the contrary is a criminal offense.

October 16, 2024

CONTENTS

i

ACTION TO BE TAKEN

TO ACCEPT THE OFFER

If you hold Ordinary Shares as a US Shareholder, to accept this Offer, you should complete the BLUE Form of Acceptance in accordance with the instructions printed on it, which forms part of the terms and conditions of this Offer.

If you are a record holder of ADSs (wherever you are located), to accept this Offer in respect of Ordinary Shares underlying your ADSs, you should complete the Letter of Transmittal accompanying this Offer Document in accordance with the instructions printed on it and return as soon as possible the completed Letter of Transmittal (along with your American Depositary Receipt(s) evidencing your ADSs to Computershare Trust Company, N.A. (the “Tender Agent”).

If you hold ADSs through a broker, dealer, commercial bank, trust company or other securities intermediary, you must contact your broker, dealer, commercial bank, trust company or other securities intermediary and have such securities intermediary tender your ADSs on your behalf through The Depository Trust Company (“DTC”). In order for a book-entry transfer to constitute a valid tender of your ADSs in this Offer, the ADSs must be tendered by your broker, dealer, commercial bank, trust company or other securities intermediary before October 28, 2024 (the “Expiration Date”), unless this Offer has been previously extended. Further, before the Expiration Date, the Tender Agent must receive (a) a confirmation of such tender of the ADSs and (b) a message transmitted by DTC which forms part of a book-entry confirmation and states that DTC has received an express acknowledgment from the participant tendering the ADSs that are the subject of such book-entry confirmation stating that such participant has received, and agrees to be bound by, the terms of this Offer and the Letter of Transmittal, and that the Joint Offerors may enforce such agreement against such participant (an “Agent’s Message”). DTC, participants in DTC and other securities intermediaries are likely to establish cut-off times and dates that are earlier than the Expiration Date for receipt of instructions to tender the ADSs. Note that if your ADSs are held through a broker, dealer, commercial bank, trust company or other securities intermediary and your securities intermediary tenders your ADSs as instructed by you, your securities intermediary may charge you a transaction or service fee. You should consult your securities intermediary to determine the cut-off time and date applicable to you, and whether you will be charged any transaction or service fee.

If you are a DTC participant and hold the ADSs in a DTC account as a DTC participant, you must tender your ADSs through DTC’s Automated Tender Offer Program (“ATOP”) and follow the procedure for book-entry transfer by causing DTC to transfer the ADSs in your participant’s account to the Tender Agent. An Agent’s Message must be transmitted by DTC and received by the Tender Agent prior to 4:00 a.m. (New York time) on the Expiration Date to validly tender ADSs pursuant to this Offer.

2

ACTION TO BE TAKEN

ADS Holders who would like to accept the Non-US Offer may elect to become Shareholders (as defined below) by cancelling their ADSs and withdrawing the Ordinary Shares underlying the ADSs, subject to compliance with the terms of the Deposit Agreement, dated as of November 3, 2020, by and among Lufax, Citibank, N.A. (as depositary bank for the ADSs, the “Depositary”), and the holders and beneficial owners of ADSs, as amended and supplemented (the “Deposit Agreement”), including payment of the applicable fees to the Depositary (including an ADS cancellation fee of US$5.00 per 100 ADSs, plus a US$15.00 cable fee), and any other applicable expenses and taxes. ADS Holders who hold their ADSs through a broker, dealer, commercial bank, trust company or other securities intermediary and wish to cancel their ADSs should follow the broker, dealer, commercial bank, trust company or other securities intermediary’s procedure and instruct the broker, dealer, commercial bank, trust company or other securities intermediary to arrange for the cancellation of the ADSs and transfer of the underlying Ordinary Shares from the Depositary’s account on the Central Clearing and Settlement System (“CCASS”), established and operated by Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (“HKSCC”), to the ADS Holder’s Hong Kong stock account. If an ADS Holder prefers to receive Ordinary Shares outside CCASS, he or she must receive Ordinary Shares in CCASS first and then arrange for withdrawal of the Ordinary Shares from CCASS. Such ADS Holder can then obtain a transfer form signed by HKSCC Nominees Limited (as the transferor) and register Ordinary Shares in his or her own name with the Registrar (as defined below). For Ordinary Shares to be received in CCASS upon cancellation of the ADSs, under normal circumstances, the above steps generally require two (2) US business days from the date of receipt by the Depositary of the ADSs to be canceled along with valid cancellation instructions and the payment of the cancellation fee. For Ordinary Shares to be received outside CCASS in physical form upon cancellation of the ADSs, the above steps may take fourteen (14) US business days or more to complete. ADS Holders will be unable to receive or trade the Ordinary Shares on the HKSE until the ADS cancellation of Ordinary Share withdrawal procedures are completed. Please note that temporary delays may arise. For example, the transfer books of the Depositary may from time to time be closed to the cancellation and withdrawal of the ADSs from the ADS program.

ADS Holders who choose to accept the Non-US Offer by cancelling their ADSs and withdrawing the Ordinary Shares underlying the ADSs will be treated as non-US Shareholders and will not be able to withdraw acceptances from the Non-US Offer unless such right is provided under Rule 19.2 of the Takeovers Code.

ADS Holders (wherever such ADS Holders are located) may only tender into this Offer unless such ADS Holder chooses to accept the Non-US Offer by cancelling their ADSs and withdrawing the underlying Ordinary Shares and becoming a Shareholder (as defined below). US Shareholders can choose to accept either this Offer or the Non-US Offer. US Shareholders who choose to accept the Non-US Offer will be treated as non-US Shareholders (the “Non-US Shareholders” and together with the US Shareholders, the “Shareholders”) and will not be able to withdraw acceptance from the Non-US Offer unless such right is provided under Rule 19.2 of the Takeovers Code. If you have received this document and you are not a US Shareholder or ADS Holder, please contact Tricor Investor Services Limited, the branch share registrar and transfer office of Lufax (the “Registrar”) in Hong Kong, located at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

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SUMMARY TERM SHEET

This summary term sheet highlights selected information contained in this Offer Document and is intended to be an overview only. You are urged to read this entire document carefully, including the appendices. We have included references to direct you to other parts of this Offer Document which contain a more complete description of the topics contained in this summary.

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SUMMARY TERM SHEET

TAX MATTERS ARE VERY COMPLEX, AND THE TAX CONSEQUENCES TO YOU OF ACCEPTING THIS OFFER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. IT IS RECOMMENDED THAT YOU CONSULT YOUR TAX ADVISER FOR A FULL UNDERSTANDING OF THESE.

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QUESTIONS AND ANSWERS

The following are some of the questions you, as a US Shareholder or ADS Holder, may have and the answers to those questions. You are advised to read carefully the remainder of this Offer Document.

Who is offering to buy my Ordinary Shares?

The Offeror Group consists of (i) An Ke Technology, a limited liability company incorporated in Hong Kong, directly wholly-owned by Shenzhen Ping An Financial Technology Consulting Co. Ltd. (深圳平安金融科技諮詢有限公司) (“Ping An Financial Technology”), a limited liability company established under the laws of the PRC, which in turn is wholly-owned by Ping An Group, a company established as a joint stock company under the laws of the People’s Republic of China (the “PRC”) listed on the Shanghai Stock Exchange (stock code: 601318) and the HKSE (stock code: 2318 (HKD counter) and 82318 (RMB counter)); (ii) Ping An Overseas Holdings, an investment holding company incorporated in Hong Kong with limited liability, which is directly wholly-owned by Ping An Group; and (iii) Ping An Group. For the purposes of this Offer Document, “Lufax Controlling Shareholders” has the meaning ascribed to it under the Listing Rules (as defined below) and unless the context otherwise requires, refers to Ping An Group, An Ke Technology, Ping An Overseas Holdings and Ping An Financial Technology.

What is this Offer?

The Joint Offerors are required under the Takeovers Code (1) to make unconditional mandatory general offers to (i) acquire all issued and outstanding Ordinary Shares and ADSs and Ordinary Shares and ADSs to be issued under the Lufax 2014 Share Incentive Plan and the Lufax 2019 Performance Share Unit Plan (other than those already owned by the Offeror Group), and (ii) to cancel all outstanding Options granted under the Lufax 2014 Share Incentive Plan; and (2) to make appropriate arrangement for all unvested PSUs granted under the Lufax 2019 Performance Share Unit Plan to cancel all unvested PSUs. This Offer forms part of the foregoing unconditional mandatory general offers.

This Offer may only be accepted by US Shareholders and ADS Holders (wherever such ADS Holders are located). ADS Holders may only tender into this Offer, US Shareholders may tender in this Offer or the Non-US Offer, although US Shareholders are encouraged to consider the risks of participating in the Non-US Offer. See “The Non-US Offer.” The Ordinary Shares and ADSs will be acquired by the Joint Offerors fully paid and free from all encumbrances.

Are there any conditions to this Offer?

This Offer is unconditional. There are no financing, minimum tender or other material conditions to this Offer. As a result, if a holder properly follows the procedures for tendering (and not withdrawing) their securities by the Expiration Date, then the Joint Offerors are required to pay such holders promptly after the Expiration Date.

Who may participate in this Offer?

This Offer is open to all US Shareholders and all ADS Holders, wherever such ADS Holders are located. If you are an ADS Holder, wherever you are located, you may only tender your ADSs into this Offer. US Shareholders may tender in this Offer or the Non-US Offer, although US Shareholders are encouraged to consider the risks of participating in the Non-US Offer. See “The Non-US Offer.” If you have received this Offer Document and you are not a US Shareholder or an ADS Holder, please contact the Registrar, located at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

How do I accept this Offer?

If you hold Ordinary Shares, to accept this Offer you should complete the BLUE Form of Acceptance accompanying this Offer Document in accordance with the instructions printed on it, which forms part of the terms and conditions of this Offer.

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QUESTIONS AND ANSWERS

If you are a record holder of ADSs (wherever you are located), to accept this Offer in respect of your ADSs, you should complete the Letter of Transmittal accompanying this Offer Document in accordance with the instructions printed on it and return as soon as possible the completed Letter of Transmittal (along with your ADRs) to the Tender Agent.

If you hold ADSs through a broker, dealer, commercial bank, trust company or other securities intermediary, you must contact your broker, dealer, commercial bank, trust company or other securities intermediary and have such securities intermediary tender your ADSs on your behalf through DTC. In order for a book-entry transfer to constitute a valid tender of your ADSs in this Offer, the ADSs must be tendered by your broker, dealer, commercial bank, trust company or other securities intermediary before Expiration Date, unless this Offer has been previously extended. Further, before the Expiration Date, the Tender Agent must receive (a) a confirmation of such tender of the ADSs and (b) an Agent’s Message. DTC, participants in DTC and other securities intermediaries are likely to establish cut-off times and dates that are earlier than the Expiration Date for receipt of instructions to tender the ADSs. Note that if your ADSs are held through a broker, dealer, commercial bank, trust company or other securities intermediary and your securities intermediary tenders your ADSs as instructed by you, your securities intermediary may charge you a transaction or service fee. You should consult your securities intermediary to determine the cut-off time and date applicable to you, and whether you will be charged any transaction or service fee.

If you are a DTC participant and hold the ADSs in a DTC account as a DTC participant, you must tender your ADSs through ATOP and follow the procedure for book-entry transfer by causing DTC to transfer the ADSs in your participant’s account to the Tender Agent. An Agent’s Message must be transmitted by DTC and received by the Tender Agent prior to 4:00 a.m. (New York time) on the Expiration Date to validly tender ADSs pursuant to this Offer.

What is the position of the Independent Board Committee in regard to this Offer?

The Independent Board Committee, having considered this Offer and having taken into account the advice and recommendations of Anglo Chinese Corporate Finance, Limited (the “Lufax Independent Financial Adviser”), do not believe this Offer is fair, from a financial point of view, to the unaffiliated security holders of Lufax.

How long do I have to accept this Offer?

Unless this Offer has previously been extended, all acceptances must be received by 4:00 a.m. on October 28, 2024 (New York time) in respect of this Offer, and this Offer will close on Monday, October 28, 2024 (New York time). This Offer may be accepted on and from the date of this Offer Document.

Can this Offer be extended and under what circumstances?

The Joint Offerors do not intend to extend this Offer, but they reserve the right to do so in accordance with applicable laws, regulations and rules. Accordingly, the Joint Offerors may extend this Offer if required by a governmental body of competent jurisdiction. See section headed “3. Acceptance Period and Revisions” under Appendix I to this Offer Document.

How will I be notified if this Offer is extended?

If the Offeror Group extends this Offer, they will inform the Tender Agent and make a public announcement of the extension through HKSE no later than 7:00 p.m. Hong Kong time on October 28, 2024 and such announcement will state the next Expiration Date or a statement that this Offer will remain open until further notice. The Joint Offerors are required to extend this Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or its staff or by any rule, regulation or position of NYSE or by any applicable US federal securities law. The Joint Offerors will not make available a subsequent offering period in accordance with Rule 14d-11 promulgated under the Exchange Act.

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QUESTIONS AND ANSWERS

May I withdraw my acceptance?

Only the ADSs Holders and US Shareholders who have tendered in this Offer may withdraw acceptances from this Offer. There is generally no ability to withdraw acceptances from the Non-US Offer.

US Shareholders and ADS Holders who tender in this Offer have until 4:00 a.m. on October 28, 2024 (New York time) to withdraw their acceptances of this Offer. For US Shareholders and ADS Holders who tender Ordinary Shares and/or ADSs by giving instructions to a broker or bank, they must instruct the bank or broker to arrange for the withdrawal of the Ordinary Shares and/or ADSs.

How do I withdraw my acceptance under this Offer?

To withdraw an acceptance in relation to this Offer, you must deliver a written notice of withdrawal with the required information to the Tender Agent. This Offer will be deemed not to have been validly accepted in respect of any Ordinary Shares or ADSs acceptances for which have been validly withdrawn. However, this Offer may be accepted again in respect of any withdrawn Ordinary Shares or ADSs by following one of the procedures described in section headed “9. Right of withdrawal” in Appendix I to this Offer Document at any time prior to expiry of this Offer.

What will happen to Lufax if the Offers are implemented and will the Offers be followed by compulsory acquisition?

Following the close of the Offers, the Offeror Group intends that Lufax and its subsidiaries and the variable interest entities and their subsidiaries, the financial results of which have been consolidated and accounted for as subsidiaries of Lufax by virtue of the contractual arrangements entered into by the Lufax Group (the “Consolidated Affiliated Entities”) (collectively, the “Lufax Group”) will continue the principal business of the Lufax Group. The Offeror Group has no intention to redeploy any fixed assets of the Lufax Group (other than in the ordinary and usual course of business of the Lufax Group) or to discontinue the employment of the employees of the Lufax Group.

The Offeror Group has no intention to, and believes there is no reasonable likelihood to, privatize Lufax. Also, the Offeror Group intends to maintain the listing of the Ordinary Shares on HKSE and ADSs on the NYSE. The Offeror Group does not intend to avail themselves of any powers of compulsory acquisition of any Ordinary Share outstanding after the close of the Offers.

See section headed “Intention of the Offeror Group in relation to the Lufax Group” in “Letter from Morgan Stanley and the Offeror Group”.

Will holders accepting the Offers result in Lufax failing to satisfy the listing standard of the HKSE that not less than 25 percent of issued Ordinary Shares are held by public Shareholders, of the NYSE that there be at least 400 round lot holders, or other listing standards?

The directors of the Offeror Group have jointly and severally undertaken to the HKSE to take appropriate steps to ensure that sufficient public float exists in Ordinary Shares, sufficient round lot holders hold ADSs, and otherwise that there is compliance with applicable listing standards. In particular, if Lufax’s public float drops below the Listing Rule requirements following the close of this Offer, the Joint Offerors may place Ordinary Shares held by any of them or procure placing of new Ordinary Shares within the time frame prescribed by the HKSE. In light of the undertaking of the Offeror Group, together with Lufax, to use reasonable endeavors to maintain the listing status of the Ordinary Shares on the HKSE and the ADSs on the NYSE, the Offer Group does not expect that the Offers will result in non-compliance with applicable listing standards.

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QUESTIONS AND ANSWERS

If I decide not to accept, how will this Offer affect my Ordinary Shares and ADSs?

If acceptances under this Offer are not received from you, you will continue to remain a US Shareholder or ADS Holder, as applicable.

Can I choose the currency in which I receive payment for my Ordinary Shares and/or ADSs?

No, you will receive the consideration for your Ordinary Shares and/or ADSs in US dollars. Both this Offer and the Non-U.S. Offer will be paid in U.S. dollars.

Do the Joint Offerors have the financial resources to make payment of the consideration for this Offer?

The Joint Offerors intends to finance and satisfy the amount payable under this Offer by cash through internal cash resources of An Ke Technology and Ping An Overseas Holdings. Morgan Stanley, the financial adviser to the Joint Offerors in respect of the Non-US Offer, the Option Offer and the PSU Arrangement, is satisfied that sufficient financial resources are available to the Joint Offerors up to satisfy the maximum cash consideration payable by the Joint Offerors upon full acceptance of the Offers.

What are the material US federal income tax consequences to a US Holder participating in this Offer?

The receipt of cash in exchange for Ordinary Shares and/or ADSs under this Offer will be a taxable transaction for US federal income tax purposes and may also be taxable under applicable state, local, foreign or other tax laws. See “Special Factors – 10. Tax Consequences – US Federal Income Tax Consequences” for a more detailed discussion of the US federal income tax consequences of this Offer to US Holders. Tax matters are very complex, and the tax consequences of this Offer to you will depend on the facts of your own situation. It is recommended that you consult your tax adviser for a full understanding of the tax consequences of this Offer to you.

Will I have to pay any fees or commissions?

If you are the registered owner of your Ordinary Shares, and you accept this Offer, you will not have to pay brokerage fees or similar expenses. If you own your Ordinary Shares and/or ADSs through a broker or other nominee, you should consult your broker or nominee to determine whether any charges will apply.

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SPECIAL FACTORS

1. Subject Company Information

The name of the subject company and the issuer of securities to which this Offer Document relates is Lufax Holding Ltd, a company incorporated in the Cayman Islands with limited liability. Lufax’s principal executive offices are located at Building No. 6 Lane 2777, Jinxiu East Road, Pudong New District, Shanghai, People’s Republic of China, and its telephone number is +86 21-38632121. As of September 24, 2024, there were 1,733,319,204 Ordinary Shares issued and outstanding. The ADSs are traded on the NYSE under the symbol “LU.” The Ordinary Shares are traded on the HKSE under the stock code “6623.”

HKSE is the principal trading market for the Ordinary Shares, which are not listed on any other exchange in or outside of the United States (the ADSs are listed on the NYSE as described below). The high and low closing prices for the Ordinary Shares on HKSE for each full quarterly period since its listing on the HKSE on April 14, 2023 are as follows:

The NYSE is the principal trading market for the ADSs, which are not listed on any other exchange in or outside of the United States. The high and low closing prices for the ADSs on the NYSE for each full quarterly period during the past two years are as follows:

2. Business of the Offeror Group

Ping An Group

Ping An Group is an integrated financial, healthcare and elderly care services provider. Ping An Group is a controlling shareholder of the subject company, Lufax Holding Ltd. The address of Ping An Group’s principal executive office is 47th, 48th, 108th, 109th, 110th, 111th, 112th Floors, Ping An Finance Center, No.5033 Yitian Road, Futian District, Shenzhen. The telephone number of Ping An Group’s principal executive office is +86 400 8866 338.

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SPECIAL FACTORS

During the past five years, Ping An Group has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgement, decree or final order enjoining Ping An Group from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of US federal or state securities laws.

The directors and executive officers of Ping An Group and their respective positions are identified below:

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SPECIAL FACTORS

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SPECIAL FACTORS

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SPECIAL FACTORS

The address of each of the directors and executive officers of Ping An Group is 47th, 48th, 108th, 109th, 110th, 111th, 112th Floors, Ping An Finance Center, No. 5033 Yitian Road, Futian District, Shenzhen.

During the past five years, none of the individuals above have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor were they party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgement, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

An Ke Technology

The name of An Ke Technology is An Ke Technology Company Limited (安科技術有限公司). An Ke Technology is an investment holding company. An Ke Technology is a controlling shareholder of the subject company, Lufax Holding Ltd. The address of An Ke Technology’s principal executive office is Suite 2353, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. The telephone number of An Ke Technology’s principal executive office is +852 3762 9228.

During the past five years, An Ke Technology has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgement, decree or final order enjoining An Ke Technology from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of US federal or state securities.

The directors of An Ke Technology and their respective positions are identified below:

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SPECIAL FACTORS

During the past five years, none of the individuals above have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor were they party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgement, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Ping An Overseas Holdings

The name of Ping An Overseas Holdings is China Ping An Insurance Overseas (Holdings) Limited (中國平安保險海外(控股)有限公司). Ping An Overseas Holdings is an investment holding company. Ping An Overseas Holdings is a controlling shareholder of the subject company, Lufax Holding Ltd. The address of Ping An Overseas Holdings’ principal executive office is Suite 2318, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. The telephone number of Ping An Overseas Holdings’ principal executive office is +852 3762 9228.

During the past five years, Ping An Overseas Holdings has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgement, decree or final order enjoining Ping An Overseas Holdings from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of US federal or state securities laws.

The directors of Ping An Overseas Holdings and their respective positions are identified below:

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SPECIAL FACTORS

The address of each of the directors of Ping An Overseas Holdings is Suite 2318, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.

During the past five years, none of the individuals above have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) nor were they party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgement, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

The following is a description of negotiations, transactions or material contracts that have occurred during the past two years between the Offeror Group and Lufax or its affiliates concerning any merger, consolidation, acquisition, tender offer for or other acquisition of any class of Lufax’s securities, election of Lufax’s directors, or sale or other transfer of a material amount of assets of Lufax:

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SPECIAL FACTORS

Following the close of the Offers, the Offeror Group intends that the Lufax Group will continue the principal business of the Lufax Group. The Offeror Group has no intention to redeploy any fixed assets of the Lufax Group (other than in the ordinary and usual course of business of the Lufax Group) or to discontinue the employment of the employees of the Lufax Group.

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SPECIAL FACTORS

The Joint Offerors are making the Offers solely to comply with applicable rules of the Takeovers Code and, accordingly, the making of the Offers is not a voluntary act by the Joint Offerors. Without limiting the foregoing, the Joint Offerors are not making the Offers for the purpose of, and they do not believe the Offers will have a reasonable likelihood of, causing the ADSs or Ordinary Shares to become eligible for deregistration under the Exchange Act or causing the ADSs to be delisted from the NYSE. The Joint Offerors intend to take necessary and appropriate steps to maintain the listing of the Ordinary Shares on HKSE and ADSs on the NYSE. The Offeror Group does not intend to avail themselves of any powers of compulsory acquisition of any Ordinary Share outstanding after the close of the Offers. As the making of the Offers is not a voluntary act by the Joint Offerors, the Joint Offerors have not considered any alternative actions, such as open market purchases or privately negotiated transactions, to acquire any ADSs or Ordinary Shares.

Following approval of its board of directors and shareholders, Lufax proposed a special dividend scheme (the “Lufax Scrip Dividend Scheme”) that offered holders of Ordinary Shares and ADSs the option of receiving either cash or newly issued Ordinary Shares or ADSs (sometimes called “scrip”), as further described in Lufax’s circular dated June 12, 2024 (the “Lufax Scrip Dividend Circular”). The Lufax Scrip Dividend Scheme required a holder to elect either cash or scrip; holders could not choose to receive the special dividend partly in cash and partly in scrip. While the Joint Offerors could not know how many holders would elect cash versus scrip, the Joint Offerors believed some holders would elect cash and some would elect scrip, in light of such holders’ investment time horizons, objectives, capital needs, and other subjective factors relevant to such holders. Accordingly, the Joint Offerors were effectively asked to dilute their interest by electing cash (to the extent other holders elect scrip) or to accrete their interest by electing scrip (to the extent other holders elect cash). The Joint Offerors have been and remain long-term investors in Lufax, they believe in Lufax’s vision and strategy, and they did not wish to have their interests diluted. For these reasons, the Joint Offerors elected scrip dividends. As a result of this election, which resulted in their shareholding percentage increasing from 41.4% of the total issued Ordinary Shares immediately before the special dividend to 56.8% immediately after it, the Joint Offerors are required to make the Offers by the Takeovers Code.

The Offeror Group will, together with Lufax, undertake to use reasonable endeavors to maintain the listing status of the Ordinary Shares on HKSE and ADSs on the NYSE and procure that not less than 25% of the total issued Ordinary Shares (including Ordinary Shares underlying ADSs). The directors of Lufax will jointly and severally undertake to the HKSE to take appropriate steps following the expiration of the Offers to ensure that such number of Ordinary Shares as may be required by the HKSE are held by the public within the prescribed time frame.

On the basis of 748,533,947 Ordinary Shares (representing all issued Ordinary Shares other than those already owned by the Offeror Group), in the event that (i) no outstanding Options and unvested PSUs will be exercised; (ii) there will be no changes in the share capital of Lufax from the Latest Practicable Date up to the Expiration Date; and (iii) the Offers will be accepted in full, the aggregate cash consideration payable by the Joint Offerors is approximately US$845,182,589:

On the basis of 748,533,947 Ordinary Shares (representing all issued Ordinary Shares other than those already owned by the Offeror Group), in the event that (i) all 11,472,990 outstanding Options are exercised in full; (ii) there will be no changes in the share capital of Lufax from the Latest Practicable Date up to the Expiration Date; and (iii) the Ordinary Share Offers and the PSU Arrangement will be accepted in full, the aggregate cash consideration payable by the Joint Offerors is approximately US$858,111,979:

Accordingly, the potential maximum aggregate cash consideration payable by the Joint Offerors is approximately US$858,111,979.

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SPECIAL FACTORS

The Offeror Group intends to finance and satisfy the amount payable under this Offer by cash through internal cash resources of An Ke Technology and Ping An Overseas Holdings. Morgan Stanley, the financial adviser to the Joint Offerors, is satisfied that sufficient financial resources are available to the Offeror Group to satisfy the maximum cash consideration payable by the Joint Offerors upon full acceptance of this Offer.

For the purpose of this Offer Document, the conversion of HK$ into RMB and US$ into RMB is based on the exchange rate of HK$1 = RMB0.91267 and US$1 = RMB7.1291, respectively, as announced by the People’s Bank of China on the last business date before the Joint Announcement and the conversion of US$ into HK$ is based on the exchange rate of US$1 = HK$7.8113 for illustrative purposes.

Fees and expenses incurred or to be incurred by the Offeror Group related to this Offer are estimated at the date of this Offer Document to be as follows:

The Offeror Group has paid or will be responsible for paying all of these fees and expenses. These fees and expenses will not reduce the cash consideration to be received by the Lufax Shareholders and ADS Holders. No expenses related to this Offer will be borne by Lufax.

As a result of the election for scrip dividend by the Joint Offerors under the Lufax Scrip Dividend Scheme, the total number of Ordinary Shares controlled by the Joint Offerors increased from 474,905,000 Ordinary Shares (representing approximately 41.4% of the total issued Ordinary Shares immediately before the allotment and issue of new Lufax Shares as the Lufax Special Dividend) to 984,785,257 Ordinary Shares (representing approximately 56.8% of the total issued Ordinary Shares immediately after the allotment and issue of the new Ordinary Shares as the Lufax Special Dividend).

Set out below is the shareholding structure of Lufax as at the Latest Practicable Date.

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Notes:

As at the Latest Practicable Date, the outstanding principal amounts of the Ping An Convertible Promissory Notes amounted to US$976.9 million, comprising US$507.988 million for the convertible promissory note issued to Ping An Overseas Holdings and US$468.912 million for the convertible promissory note issued to An Ke Technology. According to the terms and conditions of the Ping An Convertible Promissory Notes, the conversion period of the Ping An Convertible Promissory Notes will commence on April 30, 2026.

Each of Mr. Jingkui SHI and Mr. Xuelian YANG have granted an option to An Ke Technology to purchase up to 100% of their respective shares in Lanbang (“Lanbang Offshore Call Options”). Each shareholder of Lanbang Investment Company Limited is entitled to his voting and other rights in Lanbang Investment Company Limited prior to An Ke Technology’s exercise of the Lanbang Offshore Call Options. Lanbang has also granted an option to An Ke Technology to purchase up to 100% of its shares in Tun Kung (“Tun Kung Offshore Call Options”, together with Lanbang Offshore Call Options, the “Offshore Call Options”). Lanbang is entitled to its voting and other rights in Tun Kung prior to An Ke Technology’s exercise of the Tun Kung Offshore Call Options. Mr. Jingkui SHI and Mr. Xuelian YANG also hold the entire equity interest in Shanghai Lanbang Investment Limited Liability Company (“Shanghai Lanbang”), which holds 18.29% of the equity interest in two of the Consolidated Affiliated Entities, Shanghai Xiongguo Corporation Management Co., Ltd. (上海雄國企業管理有限公司) and Shenzhen Lufax Holding Enterprise Management Co., Ltd. (深圳市陸控企業管理有限公司). Each of Mr. Jingkui SHI and Mr. Xuelian YANG has granted an option to Ping An Financial Technology to purchase up to 100% of his equity interest in Shanghai Lanbang (the “Onshore Call Options”), and together with the Offshore Call Options, the “Call Options”). As far as Tun Kung is aware, save for the Call Options, each of Mr. Jingkui SHI and Mr. Xuelian YANG has no other relationship with the Offeror Group as of the Latest Practicable Date and there is no acting-in-concert arrangement between Tun Kung (including its shareholders) and the Offeror Group, nor does Tun Kung holds the Ordinary Shares on behalf of the Offeror Group. The Call Options are 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 Technology or Ping An Financial Technology, as applicable, by written notice.

For details of the Call Options, see note (2) to the subsection headed “History and Corporate Structure – Our Corporate Structure” in the listing document of Lufax dated April 11, 2023.

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SPECIAL FACTORS

The statements in this Offer Document as to holdings, borrowings or lendings of, or dealings in, the Ordinary Shares or any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of Lufax by the Offeror Group and parties acting in concert with them are subject to the holdings, borrowings, lendings, or dealings (if any) of relevant members of the Morgan Stanley group presumed to be acting in concert with the Joint Offerors.

8. Persons/Assets, Retained, Employed, Compensated or Used

Lufax, Ping An Overseas Holdings and An Ke Technology entered into an amendment and supplemental agreement to a share purchase agreement and the convertible promissory notes, dated December 6, 2022. Pursuant to the amendment and supplemental agreement (i) the parties agreed to extend the maturity date from October 8, 2023 to October 8, 2026 and the commencement date of the conversion period from April 30, 2023 to April 30, 2026 for the remaining 50% outstanding Ping An Convertible Promissory Notes, and (ii) 50% of the outstanding principal amount of the Ping An Convertible Promissory Notes were deemed to be redeemed from the effective date of the amendment and supplemental agreement, in consideration of which Lufax agreed to pay Ping An Overseas Holdings and An Ke Technology a total amount of US$1,071.1 million together with the unpaid interest accrued on the redeemed notes up to and including the effective date of the amendment and supplemental agreement.

The Joint Offerors have engaged Morgan Stanley to act as their financial adviser in connection with the Non-US Offer and the Option Offer and the PSU Arrangement pursuant to the Takeovers Code and agreed to pay Morgan Stanley a fixed fee in an amount customary to transactions of similar nature and scale. The Joint Offerors also agreed to indemnify Morgan Stanley and related persons against various liabilities except if such liabilities result primarily from the wilful default, negligence or bad faith of such persons.

The Joint Offerors have engaged Georgeson LLC to act as their Information Agent and Computershare Trust Company, N.A. to act as the Tender Agent in connection with this Offer. Each of the Information Agent and the Tender Agent will receive reasonable and customary compensation for their services, be reimbursed for certain reasonable out-of-pocket expenses and be indemnified against certain liabilities in connection with their services or appointment except if such liabilities result from the fraud, bad faith, gross negligence or wilful misconduct, or material breach of agreement due to fraud, bad faith, gross negligence or wilful misconduct of such person.

The Joint Offerors will not pay any fees or commissions to any broker or dealer or other person or entity in connection with the solicitation of tenders of ADSs or Ordinary Shares pursuant to this Offer.

9. Financial Information of the Joint Offerors

Financial information with respect to the Joint Offerors is not material because (a) the consideration offered consists solely of cash; (b) this Offer is not subject to any financing condition; and (c)(x) the Joint Offerors are a public reporting company under Section 13(a) and 15(d) of the Exchange Act that files reports electronically on EDGAR and (y) the offer is for all outstanding Ordinary Shares and ADSs.

33

SPECIAL FACTORS

10. Tax Consequences

US Federal Income Tax Consequences

This section describes the material US federal income tax consequences of this Offer. It applies to you only if you are a US Holder (as defined below), and you hold your Ordinary Shares or ADSs as assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). This section does not address any tax considerations under state, local or foreign laws or US federal laws (e.g. estate or gift tax laws) other than those pertaining to US federal income tax. This section does not address all aspects of US federal income taxation that may be relevant to US Holders in light of their particular circumstances. This section does not apply to you if you are a member of a special class of holders subject to special rules, including:

You are a “US Holder” if you are a beneficial owner of Ordinary Shares or ADSs and you are:

If a partnership or other flow-through entity holds Ordinary Shares or ADSs, the US federal income tax treatment of a partner or other owner generally will depend on the status of the partner or other owner and the activities of the partnership or other flow-through entity. It is recommended that a US Holder that is a partner of a partnership or an owner of another flow-through entity holding Ordinary Shares or ADSs consult its own tax adviser.

It is recommended that you consult your own tax adviser regarding the US federal, state, local and other tax consequences of this Offer in your particular circumstances.

Tax Consequences of Participating in this Offer

If you are a US Holder, you will recognize gain or loss for US federal income tax purposes equal to the difference between the total consideration you receive in exchange for your Ordinary Shares or ADSs pursuant to this Offer and your adjusted tax basis, determined in US dollars, in your Ordinary Shares or ADSs. Subject to the discussion of the PFIC rules below, the gain or loss will be long-term capital gain or loss if the US Holder has held such Ordinary Shares or ADSs for more than one year. Long-term capital gain of a non-corporate US Holder is generally eligible for reduced rates of US federal income taxation. The deductibility of a capital loss is subject to certain limitations under the Code. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

34

SPECIAL FACTORS

Passive Foreign Investment Company Considerations

A non-U.S. corporation will be classified as a PFIC for any taxable year in which, after applying certain look-through rules, either:

35

SPECIAL FACTORS

For this purpose, cash is a passive asset and passive income generally includes dividends, interest, royalties and rents (other than certain royalties and rents derived in the active conduct of a trade or business and not derived from a related person). For purposes of this test, Lufax will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation, the equity of which it owns, directly or indirectly, 25% or more (by value).

The determination of whether Lufax is a PFIC is a fact-intensive determination made on an annual basis and the applicable law is subject to varying interpretation. In particular, the composition of its assets may depend in part on its current and intended future business plans, which are subject to change. In addition, for its current and future taxable years, the aggregate fair market value of its assets, including goodwill and other unbooked intangibles for PFIC testing purposes may be determined in part by reference to the market price of the Ordinary Shares from time to time, which may fluctuate considerably. Under the income test, its status as a PFIC depends on the composition of its income which will depend on a variety of factors that are subject to uncertainty, including transactions it enters into in the future. Accordingly, its U.S. counsel expresses no opinion with respect to its PFIC status for any prior, current or future taxable year.

If Lufax is classified as a PFIC in any year with respect to which a US Holder owns the Ordinary Shares, it will continue to be treated as a PFIC with respect to such US Holder in all succeeding years during which the US Holder owns the Ordinary Shares, regardless of whether it continues to meet the tests described above unless (1) it ceases to be a PFIC and the US Holder has made a “deemed sale” election under the PFIC rules, or (2) the US Holder (A) makes a “QEF Election” (defined below) or (B) is eligible to make and makes a mark-to-market election (as described below), with respect to all taxable years during such US Holder’s holding period in which Lufax is a PFIC. If such a deemed sale election is made, a US Holder will be deemed to have sold the Ordinary Shares the US Holder holds at their fair market value as of the date of such deemed sale and any gain from such deemed sale would be subject to the rules described below. After the deemed sale election, so long as Lufax does not become a PFIC in a subsequent taxable year, the US Holder’s Ordinary Shares with respect to which such election was made will not be treated as shares in a PFIC and the US Holder will not be subject to the rules described below with respect to any “excess distribution” the US Holder receives from Lufax or any gain from an actual sale or other disposition of the Ordinary Shares. US Holders should consult their tax advisers as to the possibility and consequences of making a deemed sale election if Lufax is (or were to become) and then cease to be a PFIC and such election becomes available.

For each taxable year Lufax is treated as a PFIC with respect to US Holders, US Holders will be subject to special tax rules with respect to any “excess distribution” such US Holder receives and any gain such US Holder recognizes from a sale or other disposition (including a pledge) of Ordinary Shares, unless (1) such US Holder makes a “qualified electing fund” election, or QEF Election, with respect to all taxable years during such US Holder’s holding period in which we are a PFIC, or (2) Ordinary Shares constitute “marketable stock” and such US Holder makes a mark-to-market election (as discussed below). Distributions a US Holder receives in a taxable year that are greater than 125% of the average annual distributions a US Holder received during the shorter of the three preceding taxable years or the US Holder’s holding period for the Ordinary Shares will be treated as an excess distribution. Under these special tax rules:

36

SPECIAL FACTORS

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital gains, even if a US Holder holds the Ordinary Shares as capital assets.

If Lufax is a PFIC, a US Holder will generally be subject to similar rules with respect to distributions Lufax receives from, and its dispositions of the shares of, any of the foreign entities in which Lufax may hold equity interests that also are PFICs, or lower-tier PFICs, as if such distributions were indirectly received by, and/or dispositions were indirectly carried out by, such US Holder. US Holders should consult their tax advisers regarding the application of the PFIC rules to our subsidiaries.

If a US Holder makes an effective QEF Election, the US Holder will be required to include in gross income each year, whether or not we make distributions, as capital gains, such US Holder’s pro rata share of our net capital gains and, as ordinary income, such US Holder’s pro rata share of our earnings in excess of our net capital gains. However, a US Holder can only make a QEF Election with respect to ordinary shares in a PFIC if such company agrees to furnish such US Holder with certain tax information annually. Lufax does not currently expect to provide such information in the event that it is classified as a PFIC.

US Holders can avoid the interest charge on excess distributions or gain relating to Ordinary Shares by making a mark-to-market election with respect to the Ordinary Shares, provided that the Ordinary Shares are “marketable stock.” Ordinary Shares will be marketable stock if they are “regularly traded” on certain U.S. stock exchanges (such as NYSE) or on a non-U.S. stock exchange that meets certain conditions. For these purposes, the Ordinary Shares will be considered regularly traded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting this requirement will be disregarded. Each US Holder should consult its tax adviser as to the whether a mark-to-market election is available or advisable with respect to the Ordinary Shares.

A US Holder that makes a mark-to-market election must include in ordinary income for each year an amount equal to the excess, if any, of the fair market value of Ordinary Shares at the close of the taxable year over the US Holder’s adjusted tax basis in the Ordinary Shares. An electing holder may also claim an ordinary loss deduction for the excess, if any, of the US Holder’s adjusted basis in the Ordinary Shares over the fair market value of the Ordinary Shares at the close of the taxable year, but this deduction is allowable only to the extent of any net mark-to-market gains for prior years. Gains from an actual sale or other disposition of the Ordinary Shares will be treated as ordinary income, and any losses incurred on a sale or other disposition of the Ordinary Shares will be treated as an ordinary loss to the extent of any net mark-to-market gains for prior years. Once made, the election cannot be revoked without the consent of the IRS unless the Ordinary Shares cease to be marketable stock.

However, a mark-to-market election generally cannot be made for equity interests in any lower-tier PFICs that Lufax owns, unless shares of such lower- tier PFIC are themselves “marketable stock.” As a result, even if a US Holder validly makes a mark-to-market election with respect to Ordinary Shares, the US Holder would likely continue to be subject to the PFIC rules (described above) with respect to its indirect interest in any of our investments that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. US Holders should consult their tax advisers as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any lower-tier PFICs.

37

SPECIAL FACTORS

Unless otherwise provided by the U.S. Treasury, each U.S. shareholder of a PFIC is required to file an annual report containing such information as the U.S. Treasury may require. A US Holder’s failure to file the annual report will cause the statute of limitations for such US Holder’s U.S. federal income tax return to remain open with regard to the items required to be included in such report until three years after the US Holder files the annual report, and, unless such failure is due to reasonable cause and not willful neglect, the statute of limitations for the US Holder’s entire U.S. federal income tax return will remain open during such period. US Holders should consult their tax advisers regarding the requirements of filing such information returns under these rules.

Backup Withholding and Information Reporting

If you are a non-corporate US Holder, information reporting requirements generally will apply to the payment of the consideration to you from the exchange of your Ordinary Shares or ADSs effected at a US office of a broker.

Additionally, backup withholding may apply to such payments if you are a non-corporate US Holder that:

Backup withholding is not an additional tax, and you generally may obtain a refund or credit of any amounts withheld under the backup withholding rules that exceed your income tax liability, provided that you have furnished the required information to the US Internal Revenue Service in a timely manner.

TAX MATTERS ARE VERY COMPLEX, AND THE TAX CONSEQUENCES OF THE OFFERS TO YOU WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. IT IS RECOMMENDED THAT YOU SHOULD CONSULT YOUR TAX ADVISER FOR A FULL UNDERSTANDING OF THE TAX CONSEQUENCES OF THE OFFERS TO YOU.

11. Position of the Offeror Group Regarding Fairness of this Offer

Under the SEC’s rules governing “going-private” transactions, including Rule 13e-3 under the Exchange Act, each member of the Offeror Group is an “affiliate” of Lufax and accordingly, the Offeror Group is required to disclose its belief as to the fairness of this Offer to Lufax’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. The Offeror Group is making the statements included in this part of this Offer solely for the purpose of complying with the requirements of Rule 13e-3 and other rules under the Exchange Act. The Offeror Group is not making any recommendation to any unaffiliated security holder of Lufax as to whether the US Shareholder or ADS Holders should tender its Ordinary Shares or ADSs, and the Offeror Group’s views as to the fairness of the transaction should not be construed as a recommendation to any unaffiliated security holder of Lufax as to whether the unaffiliated security holder of Lufax should tender its Ordinary Shares or ADSs.

38

SPECIAL FACTORS

The Offeror Group does not believe this Offer is fair, from a financial point of view, to the unaffiliated security holders of Lufax. The dispositive factor considered by the Joint Offerors in forming this belief is that the Offer Prices of US$1.127 per Ordinary Share and US$2.254 per ADS represent discounts to prevailing prices of the ADSs as quoted on the NYSE and the Ordinary Shares as quoted on the HKSE at many times in the last six months. For example, such prices represent a discount of approximately:

See the other price information in the section headed “Letter from Morgan Stanley and the Offeror Group—Offer Prices” and “Letter from Morgan Stanley and the Offeror Group—Highest and Lowest Prices of Ordinary Shares and ADSs.”

In addition, the following table sets forth information about the volume-weighted average price (“VWAP”) per Ordinary Share on the HKSE and per ADSs on the NYSE, and the related discount such prices represent to the Offer Prices:

Lufax has had historical periods in which prevailing trading prices were lower than the Offer Prices. However, the Offeror Group views such historical data as largely irrelevant to what would currently be fair, from a financial point of view, to unaffiliated security holders of Lufax because, at most recent times, unaffiliated security holders of Lufax would receive more consideration by selling their securities on the open market than by tendering their securities in this Offer.

The Offeror Group has not made any purchases of Ordinary Shares or ADSs since prior to Lufax’s initial public offering, the Offeror Group has not obtained any report, opinion, or appraisal of an outside party that is materially related to the Offers, and the Offeror Group is not aware of any firm offers to acquire Lufax during the past two years. Accordingly, the Offer Group has no comparable transactions, discounted cash flow analyses, or other valuation models that suggest the Offer Price per Ordinary Share or ADS is fair, from a financial point of view, to the unaffiliated security holders of Lufax.

This Offer is not made pursuant to the provisions of the Companies Act, and as such, Lufax Shareholders do not have express appraisal rights in connection with this Offer under the Companies Act.

The Offeror Group has been advised by Lufax that it does not expect any executive officer, director or affiliate of Lufax to tender or sell any Ordinary Shares or ADSs owned or held by that person in the Offers, in light of the recommendations of the Independent Board Committee and its Independent Financial Advisor not to accept the Offers.

12. Reports, Opinions, or Appraisals

Neither the Offeror Group, nor its respective affiliates (other than Lufax) undertook a formal evaluation of the fairness of the transaction to the unaffiliated security holders of Lufax. No financial advisor provided the Offeror Group or any of its affiliates (other than Lufax) with any analysis or opinion with respect to the fairness of the Offer Price to the unaffiliated security holders of Lufax. The Offeror Group did not receive any independent reports, opinions or appraisals from any third party that is materially related to the transaction, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Offer Price to the unaffiliated security holders of Lufax.

39

SPECIAL FACTORS

13. Benefits and Detriments of the Offers

The following discussion of the benefits and detriments of the Offers is not intended to be exhaustive, nor as an assurance that any particular benefit or detriment may be realized by any particular holder, Lufax or the Offeror Group.

The primary potential benefits of the Offers to the US Shareholders and ADS Holders include:

The primary potential benefits of the Offers to Lufax and the Offeror Group include, to the extent Ordinary Shares and ADSs are sold to the Joint Offerors pursuant to the Offers:

The Joint Offerors intend to take necessary and appropriate steps to ensure that Lufax remains listed as a public company in both Hong Kong and the United States. However, in the event that there are unexpectedly high levels of Ordinary Shares or ADSs sold in the Offers, and subject to the steps described in the next paragraph, it is possible that the Ordinary Shares could become eligible to be delisted from the HKSE, the ADSs become eligible to be delisted from the NYSE or the Ordinary Shares eligible to become deregistered under the Exchange Act, which may allow Lufax to enjoy potential benefits of operating as a private company, such as:

However, the Joint Offerors’ steps to ensure that Lufax remains listed as a public company in both Hong Kong and the United States would, if successful, preclude Lufax from enjoying these benefits and may also create incremental additional detriments to Lufax, such as distractions for its management associated with potential transactions in securities, related costs to Lufax, volatile trading activity or lower trading prices for its Ordinary Shares and ADSs, dilution, or new investors whose objectives are not aligned with Lufax’s business strategies.

The Offers may result in potential detriments to Lufax and the holders of Ordinary Shares and ADSs, including:

40

SPECIAL FACTORS

The Offeror Group does not expect a meaningful number of unaffiliated security holders to accept the Offers, in light of the Offer Prices and the recommendations of the Independent Board Committee and its Independent Financial Advisor not to accept the Offers. If the Offers are not accepted, the Offeror Group would not increase its ownership level beyond its current ownership of 56.8% of the total issued Lufax Shares. This would result in several potential benefits to Lufax and unaffiliated security holders:

If the Offers are not accepted, there may be several detriments to Lufax and unaffiliated security holders:

14. Effects of the Offers on the Offeror Group

The Offers are unconditional and have no minimum tender or other material conditions. Accordingly, the Offers may result in the Offeror Group acquiring none, some or all of the outstanding Ordinary Shares or ADSs held by unaffiliated security holders. The Offeror Group does not expect a meaningful number of unaffiliated security holders to accept the Offers, although no assurance can be given regarding the extent of acceptances.

41

SPECIAL FACTORS

Following the completion of the Offers, the interest of the Offeror Group in Lufax’s net book value and net income (losses) will increase to the extent any Ordinary Shares or ADSs are sold pursuant to the Offers. For example, if as expected, no (or few) unaffiliated security holders sell their securities in the Offers, there will be no (or no material) effect on the Offeror Group’s interest in Lufax’s net book value and net income (losses). If, however, unexpectedly high levels of Ordinary Shares or ADSs are sold in the Offers, the Offeror Group’s interest in Lufax’s net book value and net income (losses) would materially increase. The following table presents the number of Ordinary Shares that would be beneficially owned by the Offeror Group, the percentage ownership of the Offeror Group reflected thereby, and the implied interest of the Offeror Group (based such percentage) in both the net book value of Lufax as of June 30, 2024 and the net loss of Lufax for the six months ended June 30, 2024, in each case assuming no sales, sales of half, and sales of all Ordinary Shares (including those underlying ADSs) held by Lufax’s unaffiliated security holders in the Offers and assuming 1,733,319,204 total Ordinary Shares outstanding:

42

EXPECTED TIMETABLE

The timetable set out below is indicative only and is subject to change. Any changes to the timetable will be jointly announced by the Offeror Group and Lufax. Unless otherwise expressly stated, all time and date references contained in this Offer Document refer to Hong Kong time and dates unless otherwise stated.

Notes:

43

EXPECTED TIMETABLE

Save as mentioned above, if the latest time for acceptance of the Offers does not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror Group and Lufax will notify the Shareholders and ADS Holders by way of announcement(s) on any change to the expected timetable as soon as practicable.

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IMPORTANT NOTICES

INFORMATION FOR US SHAREHOLDERS AND ADS HOLDERS

This Offer Document includes certain “forward-looking statements”. These statements are based on the current expectations of the Offeror Group and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the financial condition, results of operations, plans, objectives, future performance and business as well as forward-looking statements relating to the expected effects on Lufax of the Offers, the expected timing, conditions and scope of the Offers, and all other statements in this Offer Document other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as “intends”, “expects”, “anticipates”, “targets”, “estimates”, “envisages” and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There may be events in the future that cannot be accurately predicted or over which Lufax and the Joint Offerors have no control. The risk factors listed in Lufax’s 2023 Annual Report for the year ended December 31, 2023 on Form 20-F filed with the SEC and information subsequently submitted by Lufax to the SEC under cover of Form 6-K as well as any other cautionary language in this Offer Document, provide examples of risks, uncertainties and events that may cause the actual results of Lufax or the timing or success of matters related to the Offers to differ materially from the expectations described in forward-looking statements. The occurrence of the events described in those risk factors and the risk factors described below could have a material adverse effect on the business, operating results or financial condition of Lufax or the timing or success of the Offers. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the outcome of the Offers, the outcome of any legal proceedings that may be instituted against Lufax and others relating to the Offers, the effect of the announcement of the Offers on Lufax’s customer relationships, operating results and business generally, the risks that the proposed transaction disrupts current plans and operations and the amount of the costs, fees, expenses and charges related to the Offers that Lufax must bear as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. For further discussion of factors that could cause actual results to differ from expectations, you should read Lufax’s filings and submissions to the SEC, including Lufax’s 2023 Annual Report on Form 20-F and other materials submitted to the SEC under Form 6-K.

The factors identified above and the risks reflected in Lufax’s 2023 Annual Report on Form 20-F and information subsequently submitted by Lufax to the SEC under cover of Form 6-K should not be construed as exhaustive. The Offeror Group believes the forward-looking statements in this Offer Document are reasonable; however, there is no assurance that the actions, events or results of the forward-looking statements will occur or, if any of them do, what impact they will have on Lufax’s results or operations or financial condition or on the Offers. In addition, actual results or matters related to the Offers could differ materially from the forward-looking statements contained in this Offer Document as a result of the timing of the completion of the Offers. In view of these uncertainties, the readers should not place undue reliance on any forward-looking statements.

All subsequent written and oral forward-looking statements attributable to the Offeror Group or persons acting on behalf of them are expressly qualified in their entirety by the cautionary statements above. The forward-looking statements included herein are made only as of the date of this Offer Document.

45

IMPORTANT NOTICES

SEC FILINGS

This Offer Document contains disclosures complying with Schedule TO (tender offer statement) under the Exchange Act. The Offeror Group will simultaneously file a Schedule TO (which includes information required by Schedule 13E-3 under Item 13 thereof) with the SEC that incorporates this Offer Document as an exhibit, and the Company will file a Schedule 14D-9 that also incorporates this Offer Document as an exhibit. The disclosures mandated by Schedule TO and Schedule 14D-9 contain important information and US Shareholders and ADS Holders are urged to read this Offer Document, the Schedule TO and the Schedule 14D-9 carefully.

This Offer Document will be distributed to US Shareholders and Georgeson LLC (the “Information Agent”) will arrange for the distribution of copies of this Offer Document to ADS Holders, at no cost to them. In addition, you may obtain free copies of this Offer Document, the Schedule TO and the Schedule 14D-9 at the website maintained by the SEC (http://www.sec.gov).

FINANCIAL INFORMATION

Certain financial information referred to in this Offer Document in “Special Factors” is being disclosed pursuant to the Exchange Act and constitutes profit forecasts under Rule 10 of the Takeovers Code. However, such financial information and profit forecasts do not meet the standards required by Rule 10 of the Takeovers Code, and have not been reported on by any financial adviser, reporting accountant or auditor of Lufax. Nevertheless, in view of the disclosure requirements of the Exchange Act, the Executive Director (the “Executive”) of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any delegate of the Executive is prepared to permit the publication of such financial information in this Offer Document. Please refer to “Special Factors – 9. Financial Information of the Joint Offerors” for more details.

US Shareholders, ADS Holders and potential investors are advised to exercise caution when dealing in Ordinary Shares and ADSs in reliance on the information set out in this Offer Document.

46

LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

September 27, 2024

Explanatory Note: The Joint Offerors and Morgan Stanley Asia Limited, as financial adviser to the Joint Offerors (“Morgan Stanley”), prepared the following letter (the “Letter from Morgan Stanley and the Offeror Group”) describing the Offers, which was included with the Composite Document jointly issued by the Offeror Group and Lufax on September 27, 2024. This letter is being provided in this Offer Document solely to provide the US Shareholders and ADS Holders with the same information that was provided to participants in the Non-US Offer. Capitalized terms contained in the Letter from Morgan Stanley and the Offeror Group not defined herein are defined in the Composite Document.

To the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders,

Dear Sir or Madam,

(1) MANDATORY UNCONDITIONAL CASH OFFERS (TRIGGERED BY ELECTION OF LUFAX SPECIAL DIVIDEND) BY MORGAN STANLEY FOR AND ON BEHALF OF THE JOINT OFFERORS (I) TO ACQUIRE ALL ISSUED LUFAX SHARES AND LUFAX ADSs AND LUFAX SHARES AND LUFAX ADSs TO BE ISSUED UNDER LUFAX 2014 SHARE INCENTIVE PLAN AND LUFAX 2019 PERFORMANCE SHARE UNIT PLAN (OTHER THAN THOSE ALREADY OWNED BY THE OFFEROR GROUP) AND (II) TO CANCEL ALL OUTSTANDING LUFAX OPTIONS;

AND

(2) LUFAX PSU ARRANGEMENT WITH RESPECT TO ALL UNVESTED LUFAX PSUs

INTRODUCTION

Reference is made to the Joint Announcement and the joint announcement of Lufax and the Offeror Group dated August 26, 2024 in relation to the satisfaction of pre-conditions of Lufax Offers.

This letter forms part of this Composite Document and sets out, among other things, principal terms of the Lufax Offers, together with the information on the Joint Offerors and the intention of the Offeror Group in relation to the Lufax Group. Further details of the terms of the Lufax Offers are also set out in Appendix I to this Composite Document and the accompanying Forms of Acceptance. Terms used in this letter shall have the same meanings as those defined in this Composite Document unless the context otherwise requires.

THE LUFAX OFFERS

The Lufax Share Offers, which are mandated by applicable regulations, are unconditional general offers to acquire all the Lufax Offer Shares and Lufax ADSs. Under the terms of the Lufax Share Offers, the Lufax Offer Shares and Lufax ADSs duly and validly tendered for acceptance will be acquired by the Joint Offerors fully paid and free from all Encumbrances and together with all rights and benefits attaching thereto as at the date of the Composite Document or subsequently becoming attached to them.

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LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

The Lufax Share Offers have been structured as two separate offers—the Lufax non-US Offer and the Lufax US Offer – in order to comply with differences in US and Hong Kong legal and regulatory requirements in respect of withdrawal rights and settlement. The Lufax non-US Offer may be accepted by all Independent Lufax Shareholders whether resident in Hong Kong or outside of Hong Kong. The availability of the Lufax non-US Offer, the Lufax Option Offer and the Lufax PSU Arrangement to persons with a registered address in a jurisdiction outside Hong Kong may be affected by the laws of the relevant jurisdiction. It is the responsibility of Overseas Lufax Shareholders and/or Overseas Lufax Optionholders and/or Overseas Lufax PSU Holders who are citizens or residents or nationals of jurisdictions outside Hong Kong, and who wish to accept the Lufax non-US Offer, the Lufax Option Offer and the Lufax PSU Arrangement, to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith. The Lufax US Offer may only be accepted by Lufax US Shareholders and Lufax ADS Holders, and Lufax ADS Holders (wherever such Lufax ADS Holders are located) may only tender in the Lufax US Offer. Under the Lufax US Offer, Lufax US Shareholders and Lufax ADS Holders have the right to withdraw their tendered Lufax Shares or Lufax ADSs (as the case may be) until 4:00 a.m. on October 28, 2024 (New York time), whereas acceptances of the Lufax Shares tendered in the Lufax non-US Offer shall be irrevocable and cannot be withdrawn, save as provided under Rule 19.2 of the Takeovers Code as described in further detail in section headed “9. Right of Withdrawal” in Appendix I to this Composite Document. Furthermore, those tendering into the Lufax US Offer are expected to receive payment by the Expected Last Payment Date, whereas those tendering into the Lufax non-US Offer, the Lufax Option Offer and the Lufax PSU Arrangement (except for holders of Locked Lufax PSUs tendering into the Lufax PSU Arrangement, to whom the cancellation price will be paid following the unlocking of the respective Lufax PSUs) will receive payment no later than seven (7) HK Business Days following the date of receipt of duly completed and valid acceptance, or by the Expected Last Payment Date, whichever is earlier.

Morgan Stanley, as the financial adviser to the Joint Offerors and for and on behalf of the Joint Offerors, is making the Lufax non-US Offer pursuant to Rule 26.1 of the Takeovers Code and the Lufax Option Offer pursuant to Rule 13.5 of the Takeovers Code on the following basis:

The Lufax Share Offers

For each Lufax Share US$1.127 (for illustrative purposes, equivalent to approximately HK$8.803) in cash

For each Lufax ADS US$2.254 (for illustrative purposes, equivalent to approximately HK$17.606) in cash

The Lufax Option Offer

For cancellation of each outstanding Lufax Option with an exercise price of RMB8.0

(135,092 Lufax Options in total) RMB0.0345 (for illustrative purposes, equivalent to approximately HK$0.0378) in cash

For cancellation of each outstanding Lufax Option with an exercise price of RMB50.0

(2,939,386 Lufax Options in total) HK$0.00001 in cash

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LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

For cancellation of each outstanding Lufax Option with an exercise price of RMB98.06

(6,248,894 Lufax Options in total) HK$0.00001 in cash

For cancellation of each outstanding Lufax Option with an exercise price of RMB118.0

(2,149,618 Lufax Options in total) HK$0.00001 in cash

The offer prices of the Lufax Share Offers of US$1.127 per Lufax Share and US$2.254 per Lufax ADS are equal to the reference prices per Lufax Share and per Lufax ADS, respectively, under the Lufax Scrip Dividend Scheme. For further details, please refer to the Lufax Scrip Dividend Circular. Pursuant to Rule 13 of the Takeovers Code and Practice Note 6 of the Takeovers Code, the cancellation price for the outstanding Lufax Options would normally represent the difference between the exercise price of the Lufax Options and the offer price of the Lufax non-US Offer. Under the Lufax Option Offer, for outstanding Lufax Options having exercise prices above the offer price of the Lufax non-US Offer, such outstanding Lufax Options are out of the money and the cancellation price for cancelling each such outstanding Lufax Option is at a nominal amount of HK$0.00001. Following acceptance of the Lufax Option Offer, the relevant Lufax Options together with all rights attaching thereto will be entirely cancelled and renounced. Outstanding Lufax Options not tendered for acceptance under the Lufax Option Offer can be exercised in accordance with their respective original terms and conditions.

The Lufax PSU Arrangement

As at the Latest Practicable Date, there were 1,405,644 Unvested Lufax PSUs, comprising 221,594 Unlocked Lufax PSUs and 1,184,050 Locked Lufax PSUs. The rules of the Lufax 2019 Performance Share Unit Plan did not specify the treatment of the Unvested Lufax PSUs in case of a general offer. Accordingly, in accordance with Rule 13 of the Takeovers Code and Practice Note 6 to the Takeovers Code, the Joint Offerors propose the Unvested Lufax PSUs will be treated as follows:

(a) For cancellation of each Unlocked Lufax PSU ……………………US$1.127 (for illustrative purposes, equivalent to approximately HK$8.803) in cash

(b) For cancellation of each Locked Lufax PSU ……………………US$1.127 (for illustrative purposes, equivalent to approximately HK$8.803) in cash, subject to the following terms and conditions:

Following acceptance of the Lufax PSU Arrangement, the relevant Lufax PSUs together with all rights attaching thereto will be entirely cancelled and renounced. For holders of Unvested Lufax PSUs (including Unlocked Lufax PSUs and Locked Lufax PSUs) who do not accept the arrangement as set out in above on or before the Closing Date, such Unvested Lufax PSUs will be unlocked (if any) and vested in accordance with their respective original terms and conditions under the Lufax 2019 Performance Share Unit Plan.

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LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

Offer Price of the Lufax Share Offers

The offer price of the Lufax non-US Offer of US$1.127 (equivalent to approximately HK$8.803) per Lufax Share (including Lufax Shares representing Lufax ADSs) represents:

The offer price of the Lufax US Offer of US$2.254 per Lufax ADS represents:

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LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

Highest and Lowest Prices of Lufax Shares and Lufax ADSs

During the Relevant Period, the highest closing price of the Lufax Shares as quoted on the Stock Exchange was HK$19.26 on May 8, 2024 and the lowest closing price of the Lufax Shares as quoted on the Stock Exchange was HK$8.04 on June 5, 2024.

The Stock Exchange is the principal trading market for the Lufax Shares, which are not listed on any other exchange in or outside of the United States (the Lufax ADSs are listed on the NYSE as described below). The highest and lowest closing prices for the Lufax Shares on the Stock Exchange for each full quarterly period since its listing on the Stock Exchange on April 14, 2023 are as follows:

The NYSE is the principal trading market for the Lufax ADSs, which are not listed on any other exchange in or outside of the United States. The highest and lowest closing prices for the Lufax ADSs on the NYSE for each full quarterly period during the past two years are as follows:

Value of the Lufax Offers

Assuming there will be no changes in the share capital of Lufax from the Latest Practicable Date up to the Closing Date, and on the basis of the offer price of the Lufax Share Offers of US$1.127 per Lufax Share and 1,733,319,204 Lufax Shares, the total issued share capital of Lufax would be valued at approximately US$1,953 million.

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LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

On the basis of 748,533,947 Lufax Shares (representing all issued Lufax Shares other than those already owned by the Offeror Group), in the event that (i) no outstanding Lufax Options and Unvested Lufax PSUs will be exercised; (ii) there will be no changes in the share capital of Lufax from the Latest Practicable Date up to the Closing Date; and (iii) the Lufax Offers will be accepted in full, the aggregate cash consideration payable by the Joint Offerors is approximately US$845,182,589:

On the basis of 748,533,947 Lufax Shares (representing all issued Lufax Shares other than those already owned by the Offeror Group), in the event that (i) all 11,472,990 outstanding Lufax Options are exercised in full; (ii) there will be no changes in the share capital of Lufax from the Latest Practicable Date up to the Closing Date; and (iii) the Lufax Share Offers and the Lufax PSU Arrangement will be accepted in full, the aggregate cash consideration payable by the Joint Offerors is approximately US$858,111,979:

Accordingly, the potential maximum aggregate cash consideration payable by the Joint Offerors is approximately US$858,111,979.

Allocation Proportion and Sequence between the Joint Offerors

The Joint Offerors will allocate their payment obligation under the Lufax Offers tendered for acceptance between An Ke Technology and Ping An Overseas Holdings in the following proportion and sequence, without involving any fraction of a Lufax Share, a Lufax ADS, a Lufax Option or a Lufax PSU:

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LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

Financial Resources Available to the Joint Offerors

The Joint Offerors intend to finance and satisfy the amount payable under the Lufax Offers by cash through internal cash resources of An Ke Technology and Ping An Overseas Holdings. Morgan Stanley, being the financial adviser to the Joint Offerors in respect of the Lufax non-US Offer, the Lufax Option Offer and the Lufax PSU Arrangement, is satisfied that sufficient financial resources are available to the Joint Offerors to satisfy the maximum cash consideration payable by the Joint Offerors upon full acceptance of the Lufax Offers.

Terms of the Lufax Offers

Under the terms of the Lufax Share Offers, the Lufax Offer Shares and Lufax ADSs duly and validly tendered for acceptance will be acquired by the Joint Offerors fully paid and free from all Encumbrances and together with all rights and benefits attaching thereto as at the date of the Composite Document or subsequently becoming attached to them.

Under the Lufax Option Offer, for outstanding Lufax Options having exercise prices above the offer price of the Lufax non-US Offer, such outstanding Lufax Options are out of the money and the cancellation price for cancelling each such outstanding Lufax Option is at a nominal amount of HK$0.00001. Following acceptance of the Lufax Option Offer, the relevant Lufax Options together with all rights attaching thereto will be entirely cancelled and renounced. Outstanding Lufax Options not tendered for acceptance under the Lufax Option Offer can be exercised in accordance with their respective original terms and conditions.

Following acceptance of the Lufax PSU Arrangement, the relevant Lufax PSUs together with all rights attaching thereto will be entirely cancelled and renounced. For holders of Unvested Lufax PSUs (including Unlocked Lufax PSUs and Locked Lufax PSUs) who do not accept the arrangement as set out in above on or before the Closing Date, such Unvested Lufax PSUs will be unlocked (if any) and vested in accordance with their respective original terms and conditions under the Lufax 2019 Performance Share Unit Plan.

Effect of Accepting the Lufax Offers

By accepting the Lufax Share Offers, the relevant Lufax Shareholders and Lufax ADS Holders will be deemed to warrant that all Lufax Shares and Lufax ADSs to be sold by such person under the Lufax Share Offers are fully paid and free from all Encumbrances and together with all rights and benefits attaching thereto as at the date of the Composite Document or subsequently becoming attached to them, including but not limited to the right to receive all dividends, distributions and any return of capital, if any, which may be paid, made or declared or agreed to be made or paid thereon or in respect thereof on or after the date on which the Lufax Share Offers are made, being the date of despatch of the Composite Document.

By accepting the Lufax Option Offer, the relevant Lufax Optionholder will be deemed to agree to the cancellation of the Lufax Options to be tendered by such person under the Lufax Option Offer and all rights attached thereto with effect from the date on which the Lufax Option Offer is made, being the date of despatch of the Composite Document.

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LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

By accepting the Lufax PSU Arrangement, the relevant Lufax PSU Holder will be deemed to agree to the cancellation of the Lufax PSUs to be tendered by such person under the Lufax PSU Arrangement and all rights attached thereto with effect from the date on which the Lufax PSU Arrangement is made, being the date of despatch of the Composite Document.

Acceptance of the Lufax non-US Offer, the Lufax Option Offer and the Lufax PSU Arrangement will be irrevocable and will not be capable of being withdrawn, except as permitted under the Takeovers Code.

INFORMATION ON THE LUFAX GROUP

Your attention is also drawn to the information on the Lufax Group set out in the section headed “Information on the Lufax Group” in the “Letter from the Lufax Board” and Appendices II and IV as contained in this Composite Document.

INFORMATION ON THE OFFEROR GROUP

Ping An Group

Ping An Group is a company established as a joint stock company under the laws of the PRC on March 21, 1988. The business of Ping An Group and its subsidiaries covers insurance, banking, investment, finance technology, medical technology and other sectors. It is listed on the Shanghai Stock Exchange (stock code: 601318) and the Stock Exchange (stock code: 2318 (HKD counter) and 82318 (RMB counter)) and is one of the Lufax Controlling Shareholders.

An Ke Technology

An Ke Technology is an investment holding company incorporated in Hong Kong with limited liability and is directly wholly-owned by Ping An Financial Technology. It is one of the Lufax Controlling Shareholders.

Ping An Overseas Holdings

Ping An Overseas Holdings is an investment holding company incorporated in Hong Kong with limited liability and is directly wholly-owned by Ping An Group. It is one of the Lufax Controlling Shareholders.

INTENTION OF THE OFFEROR GROUP IN RELATION TO THE LUFAX GROUP

Following the close of the Lufax Offers, the Offeror Group intends that the Lufax Group will continue the principal business of the Lufax Group. The Offeror Group has no intention to redeploy any fixed assets of the Lufax Group (other than in the ordinary and usual course of business of the Lufax Group) or to discontinue the employment of the employees of the Lufax Group.

The Offeror Group has no intention to, and believes there is no reasonable likelihood to, privatize Lufax. Also, the Offeror Group intends to maintain the listing of the Lufax Shares on the Stock Exchange and Lufax ADSs on the NYSE. The Offeror Group does not intend to avail themselves of any powers of compulsory acquisition of any Lufax Share outstanding after the close of the Lufax Offers.

The directors of the Offeror Group have jointly and severally undertaken to the Stock Exchange to take appropriate steps to ensure that sufficient public float exists in Lufax Shares. In particular, in case Lufax’s public float drops below the Listing Rule requirements following the close of Lufax Offers, the Joint Offerors may place down Lufax Shares held by any of them or procure placing of new Lufax Shares within the time frame prescribed by the Stock Exchange. The Offeror Group will, together with Lufax, use reasonable endeavors to maintain the listing status of the Lufax Shares on the Stock Exchange and Lufax ADSs on the NYSE and procure that not less than 25% of the total issued Lufax Shares (including Lufax Shares underlying Lufax ADSs) will be held by the public in compliance with the Listing Rules.

The Stock Exchange has stated that if, at the close of the Lufax Offers, less than the minimum prescribed percentage applicable to Lufax, being 25% of the issued Lufax Shares (excluding treasury shares), are held by the public, or if the Stock Exchange believes that (a) a false market exists or may exist in the trading of the Lufax Shares; or (b) that there are insufficient Lufax Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend dealings in the Lufax Shares. The Offeror Group intends Lufax Shares to remain listed on the Stock Exchange and Lufax ADSs to remain listed on the NYSE. The directors of the Offeror Group will jointly and severally undertake to the Stock Exchange to take appropriate steps to ensure that sufficient public float exists in the Lufax Shares.

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LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

ACCEPTANCE AND SETTLEMENT OF THE OFFER

Your attention is drawn to the details regarding the procedures for acceptance and settlement of the Lufax Offers as set out in Appendix I to this Composite Document and the accompanying Forms of Acceptance.

COMPULSORY ACQUISITION

The Offeror Group does not intend to avail themselves of any powers of compulsory acquisition of any Lufax Shares outstanding after the close of the Lufax Offers.

GENERAL

To ensure equality of treatment of all the Independent Lufax Shareholders, Lufax ADS Holders, Lufax Optionholders and Lufax PSU Holders, those Independent Lufax Shareholders, Lufax ADS Holders, Lufax Optionholders and Lufax PSU Holders who hold Lufax Shares, Lufax ADSs, Lufax Options and Lufax PSUs as nominee on behalf of more than one beneficial owner should, as far as practicable, treat the holding of such beneficial owner separately. It is essential for the beneficial owners of the Lufax Shares, Lufax ADSs, Lufax Options and Lufax PSUs whose investments are registered in the names of nominees to provide instructions to their nominees of their intentions with regard to the Lufax Offers.

All documents and remittances will be sent to the Independent Lufax Shareholders, Lufax ADS Holders, Lufax Optionholders and Lufax PSU Holders by ordinary post at their own risk. Such documents and remittances will be sent to the Independent Lufax Shareholders, Lufax ADS Holders, Lufax Optionholders and Lufax PSU Holders at their respective addresses as stated on the relevant Forms of Acceptance or if no such address is stated, as appeared in the register of members or optionholders or PSUs of Lufax or in the case of joint Independent Lufax Shareholders, joint Lufax ADS Holders, joint Lufax Optionholders or joint Lufax PSU Holders, to such Independent Lufax Shareholders, Lufax ADS Holders, Lufax Optionholders and Lufax PSU Holders whose name appears first in the register of members or optionholders or PSUs of Lufax. None of Lufax, the Joint Offerors, Morgan Stanley, the Lufax Registrar or any of their respective ultimate beneficial owners, directors, officers, employees, agents or associates or any other parties involved in the Lufax Offers will be responsible for any loss or delay in transmission or any other liabilities that may arise as a result thereof or in connection therewith.

RECOMMENDATIONS AND ADDITIONAL INFORMATION

The Independent Lufax Shareholders, Lufax ADS Holders, Lufax Optionholders and Lufax PSU Holders are strongly advised to carefully consider the recommendations and information contained in the “Letter from the Lufax Board”, the “Letter from the Lufax Independent Board Committee” and the “Letter from the Lufax Independent Financial Adviser”, as well as information contained in the accompanying Forms of Acceptance and the appendices as contained in this Composite Document and to consult their professional advisers if in doubt before reaching a decision as to whether or not to accept the Lufax Offers.

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LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

56

LETTER FROM THE LUFAX BOARD

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)

September 27, 2024

Explanatory Note: The Lufax Board prepared this letter (the “Letter from the Lufax Board”) to provide further information related to the Offeror Group, which was included with the Composite Document. This letter is being provided in this Offer Document solely to provide the US Shareholders and ADS Holders with the same information that was provided to participants in the non-US Offer. Capitalized terms contained in the Letter from the Lufax Board not defined herein are defined in the Composite Document.

To the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders,

Dear Sir or Madam,

(1) MANDATORY UNCONDITIONAL CASH OFFERS (TRIGGERED BY ELECTION OF LUFAX SPECIAL DIVIDEND) BY MORGAN STANLEY FOR AND ON BEHALF OF THE JOINT OFFERORS (I) TO ACQUIRE ALL ISSUED LUFAX SHARES AND LUFAX ADSs AND LUFAX SHARES AND LUFAX ADSs TO BE ISSUED UNDER LUFAX 2014 SHARE INCENTIVE PLAN AND LUFAX 2019 PERFORMANCE SHARE UNIT PLAN (OTHER THAN THOSE ALREADY OWNED BY THE OFFEROR GROUP) AND (II) TO CANCEL ALL OUTSTANDING LUFAX OPTIONS;

AND

(2) LUFAX PSU ARRANGEMENT WITH RESPECT TO ALL UNVESTED LUFAX PSUs

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LETTER FROM THE LUFAX BOARD

INTRODUCTION

References are made to the Joint Announcement and the joint announcement of Lufax and the Offeror Group dated August 26, 2024 in relation to the satisfaction of pre-conditions of Lufax Offers.

The purpose of this letter is to provide you with, among others, further information relating to the Lufax Group.

MANDATORY UNCONDITIONAL CASH OFFERS

As a result of the election for scrip dividend by An Ke Technology and Ping An Overseas Holdings under the Lufax Scrip Dividend Scheme, the Joint Offerors are making a mandatory general offer for all the Lufax Offer Shares and Lufax ADSs pursuant to Rule 26 of the Takeovers Code and an appropriate offer for all outstanding Lufax Options and Unvested Lufax PSUs in compliance with Rule 13 of the Takeovers Code to cancel all outstanding Lufax Options and Unvested Lufax PSUs. The Lufax Share Offers are made to the Independent Lufax Shareholders and Lufax ADS Holders, the Lufax Option Offer is made to the Lufax Optionholders and the Lufax PSU Arrangement is made to the Lufax PSU Holders.

Morgan Stanley, as the financial adviser to the Joint Offerors and for and on behalf of the Joint Offerors, is making the Lufax non-US Offer pursuant to Rule 26.1 of the Takeovers Code and the Lufax Option Offer pursuant to Rule 13.5 of the Takeovers Code on the following basis:

The Lufax Share Offers

The offer prices of the Lufax Share Offers of US$1.127 per Lufax Share and US$2.254 per Lufax ADS are equal to the reference prices per Lufax Share and per Lufax ADS, respectively, under the Lufax Scrip Dividend Scheme. For further details, please refer to the Lufax Scrip Dividend Circular.

The Lufax Share Offers have been structured as two separate offers – the Lufax non-US Offer and the Lufax US Offer – in order to comply with differences in US and Hong Kong legal and regulatory requirements regarding withdrawal rights and settlement. The Lufax non-US Offer may be accepted by all Independent Lufax Shareholders, whether resident in Hong Kong or outside of Hong Kong. The Lufax US Offer may only be accepted by Lufax US Shareholders and Lufax ADS Holders, and Lufax ADS Holders (wherever such Lufax ADS Holders are located) may only tender in the Lufax US Offer. Under the Lufax US Offer, Lufax US Shareholders and Lufax ADS Holders have the right to withdraw their tendered Lufax Shares or Lufax ADSs (as the case may be) until 4:00 a.m. on October 28, 2024 (New York time). By contrast, under the Lufax non-US Offer, there are no such withdrawal rights. Furthermore, those tendering into the Lufax US Offer are expected to receive payment by the Expected Last Payment Date, whereas those tendering into the Lufax non-US Offer will receive payment no later than seven (7) HK Business Days following the date of receipt of duly completed and valid acceptance, or by the Expected Last Payment Date, whichever is earlier.

The Lufax US Offer will be conducted in accordance with the US federal securities laws, including Regulation 14D and Regulation 14E under the Exchange Act, except to the extent of any no-action relief granted by the SEC. The Lufax non-US Offer will be conducted in accordance with the provisions of the Takeovers Code and other applicable Hong Kong rules and regulations.

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LETTER FROM THE LUFAX BOARD

Lufax US Shareholders and Lufax ADS Holders who accept the Lufax US Offer will be paid US$1.127 per duly accepted Lufax Share or US$2.254 per duly accepted Lufax ADS. The Joint Offerors will not be responsible for any fees or expenses connected with the Lufax ADSs (other than fees payable as holders of the Lufax ADSs acquired in the Lufax Share Offers). See “Letter from Morgan Stanley and the Offeror Group: The Lufax Offers”.

The receipt of cash in exchange for Lufax Shares and/or Lufax ADSs will be a taxable transaction for US federal income tax purposes and may also be taxable under applicable state, local, foreign or other tax laws. Generally, Lufax US Shareholders and Lufax ADS Holders will recognise gain or loss for these purposes equal to the difference between the amount of cash received and their adjusted tax basis in the Lufax Shares and/or Lufax ADSs that were tendered. For US federal income tax purposes, this gain or loss generally would be a capital gain or loss if the Lufax Shares are held as a capital asset. See “US Special Factors; 12. Tax Consequences”.

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LETTER FROM THE LUFAX BOARD

Pursuant to Rule 13 of the Takeovers Code and Practice Note 6 of the Takeovers Code, the cancellation price for the outstanding Lufax Options would normally represent the difference between the exercise price of the Lufax Options and the offer price of the Lufax non-US Offer. Under the Lufax Option Offer, for outstanding Lufax Options having exercise prices above the offer price of the Lufax non-US Offer, such outstanding Lufax Options are out of the money and the cancellation price for cancelling each such outstanding Lufax Option is at a nominal amount of HK$0.00001. Following acceptance of the Lufax Option Offer, the relevant Lufax Options together with all rights attaching thereto will be entirely cancelled and renounced. Outstanding Lufax Options not tendered for acceptance under the Lufax Option Offer can be exercised in accordance with their respective original terms and conditions.

The Lufax PSU Arrangement

As at the Latest Practicable Date, there were 1,405,644 Unvested Lufax PSUs, comprising 221,594 Unlocked Lufax PSUs and 1,184,050 Locked Lufax PSUs. The rules of the Lufax 2019 Performance Share Unit Plan did not specify the treatment of the Unvested Lufax PSUs in case of a general offer. Accordingly, in accordance with Rule 13 of the Takeovers Code and Practice Note 6 to the Takeovers Code, the Joint Offerors propose the Unvested Lufax PSUs will be treated as follows:

Following acceptance of the Lufax PSU Arrangement, the relevant Lufax PSUs together with all rights attaching thereto will be entirely cancelled and renounced. For holders of Unvested Lufax PSUs (including Unlocked Lufax PSUs and Locked Lufax PSUs) who do not accept the arrangement as set out in above on or before the Closing Date, such Unvested Lufax PSUs will be unlocked (if any) and vested in accordance with their respective original terms and conditions under the Lufax 2019 Performance Share Unit Plan.

INFORMATION ON THE LUFAX GROUP

Lufax was incorporated in the Cayman Islands with limited liability and is listed on the NYSE (NYSE ticker: LU) and the Stock Exchange (stock code: 6623). Lufax Group are a leading financial services enabler for SBOs in China and offer financing products designed principally to address the needs of SBOs.

Public float and shareholdings in Lufax

Set out below is the shareholding structure of Lufax as at the Latest Practicable Date. As at the Latest Practicable Date, the public float of Lufax was approximately 25.40%.

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LETTER FROM THE LUFAX BOARD

Notes:

As at the Latest Practicable Date, the outstanding principal amounts of the Ping An Convertible Promissory Notes amounted to US$976.9 million, comprising US$507.988 million for the convertible promissory note issued to Ping An Overseas Holdings and US$468.912 million for the convertible promissory note issued to An Ke Technology. According to the terms and conditions of the Ping An Convertible Promissory Notes, the conversion period of the Ping An Convertible Promissory Notes will commence on April 30, 2026.

Each of Mr. Jingkui SHI and Mr. Xuelian YANG has granted an option to An Ke Technology to purchase up to 100% of his shares in Lanbang (“Lanbang Offshore Call Options”). Each shareholder of Lanbang Investment Company Limited is entitled to his voting and other rights in Lanbang Investment Company Limited prior to An Ke Technology’s exercise of the Lanbang Offshore Call Options. Lanbang has also granted an option to An Ke Technology to purchase up to 100% of its shares in Tun Kung (“Tun Kung Offshore Call Options”, together with Lanbang Offshore Call Options, the “Offshore Call Options”). Lanbang is entitled to its voting and other rights in Tun Kung prior to An Ke Technology’s exercise of the Tun Kung Offshore Call Options. Mr. Jingkui SHI and Mr. Xuelian YANG also hold the entire equity interest in Shanghai Lanbang Investment Limited Liability Company (“Shanghai Lanbang”), which holds 18.29% of the equity interest in two of the Consolidated Affiliated Entities, Shanghai Xiongguo Corporation Management Co., Ltd. (上海雄國企業管理有限公司) and Shenzhen Lufax Holding Enterprise Management Co., Ltd. (深圳市陸控企業管理有限公司). Each of Mr. Jingkui SHI and Mr. Xuelian YANG has granted an option to Ping An Financial Technology to purchase up to 100% of his equity interest in Shanghai Lanbang (the “Onshore Call Options”), and together with the Offshore Call Options, the “Call Options”). As far as Tun Kung is aware, save for the Call Options, each of Mr. Jingkui SHI and Mr. Xuelian YANG has no other relationship with the Offeror Group as of the Latest Practicable Date and there is no acting-in-concert arrangement between Tun Kung (including its shareholders) and the Offeror Group, nor does Tun Kung holds the Lufax Shares on behalf of the Offeror Group. The Call Options are 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 Technology or Ping An Financial Technology, as applicable, by written notice.

For details of the Call Options, see note (2) to the subsection headed “History and Corporate Structure – Our Corporate Structure” in the listing document of Lufax dated April 11, 2023.

61

LETTER FROM THE LUFAX BOARD

The statements in this Composite Document as to holdings, borrowings or lendings of, or dealings in, the Lufax Shares or any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of Lufax by the Offeror Group and parties acting in concert with them are subject to the holdings, borrowings, lendings, or dealings (if any) of relevant members of the Morgan Stanley group presumed to be acting in concert with the Joint Offerors.

Securities of Lufax

As at the Latest Practicable Date, the outstanding principal amounts of the Ping An Convertible Promissory Notes amounted to US$976.9 million, comprising US$507.988 million for the convertible promissory note issued to Ping An Overseas Holdings and US$468.912 million for the convertible promissory note issued to An Ke Technology. According to the terms and conditions of the Ping An Convertible Promissory Notes, the conversion period of the Ping An Convertible Promissory Notes will commence on April 30, 2026.

As at the Latest Practicable Date, Lufax had no outstanding dividend or other distributions which remain unpaid. Lufax has no intention to declare any dividend or make other distributions during the Offer Period.

As at the Latest Practicable Date, save for the 11,472,990 outstanding Lufax Options, the 1,405,644 Unvested Lufax PSUs and the Ping An Convertible Promissory Notes, Lufax does not have any outstanding options, derivatives, warrants or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) which are convertible or exchangeable into Lufax Shares or which confer rights to require the issue of Lufax Shares and has not entered into any agreement for the issue of such options, derivatives, warrants or securities which are convertible or exchangeable into Lufax Shares or which confer rights to require the issue of Lufax Shares.

ADDITIONAL INFORMATION

You are advised to read the “Letter from Morgan Stanley and the Offeror Group” in and Appendix I to this Composite Document and the accompanying Form(s) of Acceptance for information relating to the Lufax Offers and the acceptance and settlement procedures of the Lufax Offers. Your attention is also drawn to the additional information contained in other appendices to this Composite Document.

62

LETTER FROM THE LUFAX BOARD

Your attention is drawn to the section headed “Intention of the Offeror Group in relation to the Lufax Group” in “Letter from Morgan Stanley and the Offeror Group” in this Composite Document. The Lufax Board (other than Mr. Yonglin XIE, Ms. Xin FU and Mr. Yuqiang HUANG, being the non-executive directors of Lufax, who hold certain positions in Ping An Group and are therefore considered to have conflicts of interest in respect of the Lufax Offers) notes the intention of the Offeror Group and is willing to cooperate with the Offeror Group and act in the best interests of Lufax and the Lufax Shareholders as a whole. The Lufax Board (other than Mr. Yonglin XIE, Ms. Xin FU and Mr. Yuqiang HUANG) is of the view that the Offeror Group’s intentions in relation to the Lufax Group and its employees are reasonable as it would ensure continuity and stability of the Lufax Group’s business operations going forward. Such intentions of the Offeror Group are not expected to have a material adverse impact on the existing businesses of the Lufax Group.

RECOMMENDATIONS

The Lufax Independent Financial Adviser has advised the Lufax Independent Board Committee that, despite the Offeror Group’s compliance with the Takeovers Code and considering that its obligation to make the mandatory general offer arises only from the result of the election of the Lufax Scrip Dividend Scheme by the Joint Offerors, the Lufax Independent Financial Adviser considers the offer prices under the Lufax Share Offers to be not attractive, rendering the Lufax Share Offers not fair and not reasonable so far as the Independent Lufax Shareholders and the Lufax ADS Holders are concerned; it considers the cancellation prices under the Lufax Option Offer to be also not fair and not reasonable so far as the Lufax Optionholders are concerned; and it considers the cancellation price under the Lufax PSU Arrangement to be also not fair and not reasonable so far as the Lufax PSU Holders are concerned. Accordingly, it advises the Lufax Independent Board Committee to recommend the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders NOT to accept the Lufax Offers. The Lufax Independent Board Committee, having been so advised, considers the offer prices under the Lufax Share Offers, the cancellation prices under the Lufax Option Offer and the cancellation price under the Lufax PSU Arrangement to be not fair and not reasonable so far as the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders are concerned, and accordingly, recommends the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders NOT to accept the Lufax Offers.

Your attention is drawn to the letters from the Lufax Independent Board Committee and the Lufax Independent Financial Adviser, respectively, which set out their recommendations and opinions in relation to the Lufax Offers and the principal factors considered by them before arriving at their recommendations.

FURTHER INFORMATION

In considering what action to take in connection with the Lufax Offers, the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders should consider their own tax position and, if they are in doubt, they should consult their own professional advisers.

You are recommended to read the “Letter from Morgan Stanley and the Offeror Group” set out in this Composite Document and the additional information set out in the Appendices, which form part of this Composite Document.

63

LETTER FROM THE LUFAX INDEPENDENT BOARD COMMITTEE

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6623)

(NYSE Stock Ticker: LU)

September 27, 2024

Explanatory Note: The Independent Board Committee of Lufax prepared this letter (the “Letter from the Independent Board Committee”) to provide its recommendation with regards to the Offers. This letter is being provided in this Offer Document solely to provide the US Shareholders and ADS Holders with the same information that was provided to participants in the non-US Offer. Capitalized terms contained in the Letter from the Independent Board Committee not defined herein are defined in the Composite Document.

To the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders,

Dear Sir or Madam,

(1) MANDATORY UNCONDITIONAL CASH OFFERS (TRIGGERED BY ELECTION OF LUFAX SPECIAL DIVIDEND) BY MORGAN STANLEY FOR AND ON BEHALF OF THE JOINT OFFERORS (I) TO ACQUIRE ALL ISSUED LUFAX SHARES AND LUFAX ADSs AND LUFAX SHARES AND LUFAX ADSs TO BE ISSUED UNDER LUFAX 2014 SHARE INCENTIVE PLAN AND LUFAX 2019 PERFORMANCE SHARE UNIT PLAN (OTHER THAN THOSE ALREADY OWNED BY THE OFFEROR GROUP) AND (II) TO CANCEL ALL OUTSTANDING LUFAX OPTIONS;

AND

(2) LUFAX PSU ARRANGEMENT WITH RESPECT TO ALL UNVESTED LUFAX PSUs

INTRODUCTION

We refer to the composite offer and response document (the “Composite Document”) jointly issued by Lufax and the Offeror Group dated September 27, 2024, of which this letter forms part. Unless the context otherwise requires, terms used in this letter shall have the same meanings as those defined in the Composite Document.

We have been appointed by the Lufax Board to constitute the Lufax Independent Board Committee to consider the Lufax Offers and to make recommendations to the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders as to whether or not, in our opinion, the Lufax Offers are fair and reasonable and to make recommendations as to acceptance thereof. We have declared that we are independent and have no direct or indirect interests in the Lufax Offers, and therefore are able to consider the Lufax Offers and to make recommendations to the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders.

64

LETTER FROM THE LUFAX INDEPENDENT BOARD COMMITTEE

Anglo Chinese Corporate Finance, Limited has been appointed as the Lufax Independent Financial Adviser with our approval to make recommendations to us in respect of the Lufax Offers and, in particular, whether the Lufax Offers are fair and reasonable and to make recommendations in respect of the acceptance of the Lufax Offers. Details of its advice and recommendations, together with the principal factors and reasons which it has considered before arriving at such recommendations, are set out in the “Letter from the Lufax Independent Financial Adviser” in this Composite Document. We also wish to draw your attention to the “Letter from the Lufax Board” and the additional information set out in the Appendices to this Composite Document.

RECOMMENDATIONS

Having considered the Lufax Offers, taking into account the information contained in this Composite Document and the advice from the Lufax Independent Financial Adviser, in particular the factors, reasons and recommendations as set out in the “Letter from the Lufax Independent Financial Adviser”, we concur with the view of the Lufax Independent Financial Adviser, and considering that the mandatory general offer arises only from the result of the election of the Lufax Scrip Dividend Scheme by the Joint Offerors in compliance with the Takeovers Code, we consider the offer prices under the Lufax Share Offers to be not attractive, rendering the Lufax Share Offers not fair and not reasonable so far as the Independent Lufax Shareholders and the Lufax ADS Holders are concerned; we consider the cancellation prices under the Lufax Option Offer to be also not fair and not reasonable so far as the Lufax Optionholders are concerned; and we consider the cancellation price under the Lufax PSU Arrangement to be also not fair and not reasonable so far as the Lufax PSU Holders are concerned. Accordingly, we recommend the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders NOT to accept the Lufax Offers.

Notwithstanding our recommendations, the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders are strongly advised that the decision to realize or to hold their investments is subject to individual circumstances and investment objectives. If in doubt, the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders should consult their own professional advisers for advice. Furthermore, the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders who wish to accept the Lufax Offers are recommended to read carefully the procedures for accepting the Lufax Offers as detailed in Appendix I to this Composite Document and the accompanying Forms of Acceptance.

the Independent Board Committee of

Lufax Holdings Ltd

65

Explanatory Note: The Lufax Independent Financial Adviser prepared this letter (the “Letter from the Independent Financial Adviser”) to provide its recommendation with regards to the Offers. This letter is being provided in this Offer Document solely to provide the US Shareholders and ADS Holders with the same information that was provided to participants in the Non-US Offer. Capitalized terms contained in the Letter from the Independent Financial Adviser not defined herein are defined in the Composite Document.

Set out below is the letter of advice from the Lufax Independent Financial Adviser, Anglo Chinese Corporate Finance, Limited, to the Lufax Independent Board Committee, which has been prepared for the purpose of inclusion in this Composite Document.

The Lufax Independent Board Committee

27 September 2024

Dear Sirs or Madams,

(1) MANDATORY UNCONDITIONAL CASH OFFERS (TRIGGERED BY ELECTION OF LUFAX SPECIAL DIVIDEND) BY MORGAN STANLEY FOR AND ON BEHALF OF THE JOINT OFFERORS (I) TO ACQUIRE ALL ISSUED LUFAX SHARES AND LUFAX ADSs AND LUFAX SHARES AND LUFAX ADSs TO BE ISSUED UNDER LUFAX 2014 SHARE INCENTIVE PLAN AND LUFAX 2019 PERFORMANCE SHARE UNIT PLAN (OTHER THAN THOSE ALREADY OWNED BY THE OFFEROR GROUP) AND (II) TO CANCEL ALL OUTSTANDING LUFAX OPTIONS;

AND

(2) LUFAX PSU ARRANGEMENT WITH RESPECT TO ALL UNVESTED LUFAX PSUs

We refer to our appointment as the Lufax Independent Financial Adviser to advise the Lufax Independent Board Committee in relation to the Lufax Offers, and such appointment has been approved by the Lufax Independent Board Committee in accordance with Rule 2.1 of the Takeovers Code. The terms defined in the Composite Document of Lufax dated 27 September 2024, of which this letter forms part, shall have the same meanings in this letter, unless the context requires otherwise.

66

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

The Lufax Independent Board Committee, which comprises Mr. Rusheng YANG, Mr. Weidong LI, Mr. Xudong ZHANG, and Mr. David Xianglin LI, who are not interested in the Lufax Offers, has been established, for the purpose of advising (i) the Independent Lufax Shareholders and the Lufax ADS Holders as to whether the Lufax Share Offers are fair and reasonable and as to their acceptances; (ii) the Lufax Optionholders as to whether the Lufax Option Offer is fair and reasonable and as to their acceptances; and (iii) the Lufax PSU Holders as to whether the Lufax PSU Arrangement is fair and reasonable and as to their acceptances, pursuant to Rule 2.1 of the Takeovers Code. Mr. Yonglin XIE, a non-executive director of Lufax, is also an executive director, the president and co-CEO of Ping An Group; Ms. Xin FU, a non-executive director of Lufax, is also a senior vice president of Ping An Group; and Mr. Yuqiang HUANG, a non-executive director of Lufax, is the general manager of the audit and supervision department of Ping An Group, and are therefore considered being not independent to be members of the Lufax Independent Board Committee and have declared their respective interests to the Lufax Board accordingly.

In formulating our opinion and recommendations, we have reviewed, amongst other things, (i) published information on the Lufax Group, including its audited annual financial statements for the latest three financial years, the last of which ended on 31 December 2023 and the unaudited financial statements for the three months ended 31 March 2024 and the six months ended 30 June 2023 and 30 June 2024; (ii) the information in the Composite Document; and (iii) the past performance of the Lufax Shares and the Lufax ADSs. We consider the information we have reviewed is sufficient to reach the conclusions set out in this letter and have no reason to doubt the truth, accuracy or completeness of the information provided to us by Lufax, and have been advised by the directors of Lufax that, to the best of their knowledge, no material information has been omitted or withheld from the information supplied to us or the information relating to Lufax referred to in the Composite Document. We have not, however, carried out any independent verification of the information provided to us by Lufax, nor have we conducted any form of in-depth investigation into the business and affairs or the prospects of the Lufax Group. The directors of Lufax will notify the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders of any material changes to information contained or referred to in the Composite Document as soon as possible in accordance with Rule 9.1 of the Takeovers Code. The Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders will also be informed of our opinion in relation to such changes, if any, as soon as practicable.

We have not considered the tax and regulatory implications as regards to the Lufax Offers since these depend on individual circumstances. In particular, the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders who are overseas residents or subject to overseas taxation or Hong Kong taxation on securities dealings should consider their own tax positions and, if in any doubt, should consult their own professional advisers.

Please be advised that our role as an independent financial adviser and the services we provide are subject to the requirements of the Takeovers Code. Our opinion may only be relied upon by, and our responsibilities are strictly limited to, parties to the extent and as required under the Takeovers Code. We shall not be held accountable for decisions made by parties not entitled to rely on our opinion.

Apart from normal professional fees for our services to Lufax in connection with the engagement described above, no arrangement exists whereby we will receive any fees or benefits from Lufax, its subsidiaries, directors, chief executive, or substantial shareholders or any associates of any of them. As at the Latest Practicable Date, we did not have any relationship with, or interest in, Lufax, the Offeror Group, or any other parties that could reasonably be regarded as relevant to our independence. In the two years prior to the Latest Practicable Date, we have not previously acted as the independent financial adviser to Lufax’s other transactions. We therefore consider ourselves suitable to give independent advice to the Lufax Independent Board Committee in respect of the Lufax Offers pursuant to Rule 2.1 of the Takeovers Code and Rule 13.84 of the Listing Rules.

67

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Background of the Lufax Offers and the Lufax Scrip Dividend Scheme

As a result of the election for scrip dividend by An Ke Technology and Ping An Overseas Holdings under the Lufax Scrip Dividend Scheme, 305,989,352 Lufax Shares and 203,890,905 Lufax Shares were allotted and issued to An Ke Technology and Ping An Overseas Holdings, respectively. Therefore, the total number of Lufax Shares controlled by the Joint Offerors increased from 474,905,000 Lufax Shares (representing approximately 41.40% of the total issued Lufax Shares immediately before the allotment and issue of new Lufax Shares as the Lufax Special Dividend) to 984,785,257 Lufax Shares (representing approximately 56.82% of the total issued Lufax Shares immediately after the allotment and issue of new Lufax Shares as the Lufax Special Dividend). Consequently, the Joint Offerors are making a mandatory general offer for all the Lufax Offer Shares pursuant to Rule 26 of the Takeovers Code and an appropriate offer for all outstanding Lufax Options and Unvested Lufax PSUs in compliance with Rule 13 of the Takeovers Code to cancel all outstanding Lufax Options and Unvested Lufax PSUs.

The Share Offer Price being US$1.127 (equivalent to approximately HK$8.803) per Lufax Share and US$2.254 (equivalent to approximately HK$17.606) per Lufax ADS, are equal to the reference prices per Lufax Share and per Lufax ADS, respectively, under the Lufax Scrip Dividend Scheme.

With reference to the Lufax Scrip Dividend Circular, the reference price per Lufax ADS under the Lufax Scrip Dividend Scheme was calculated as equivalent to the average closing price of one Lufax ADS as quoted on the NYSE for the five consecutive trading days commencing from the first day the Lufax ADSs traded ex-dividend on the NYSE, being from Tuesday, 4 June 2024 up to and including Monday, 10 June 2024 (each day inclusive, New York time) which is US$2.254 per Lufax ADS. The reference price per Lufax Share under the Lufax Scrip Dividend Scheme was calculated as one-half of the reference price of the Lufax ADS (US$2.254), which is US$1.127. The Lufax Scrip Dividend Circular sets out that as the trading liquidity of the Lufax ADSs is substantially higher than that of the Lufax Shares and the majority of Lufax’s investor base excluding the substantial shareholder of Lufax and the Lufax Controlling Shareholders holds Lufax Shares solely in the form of ADSs, Lufax believes the Lufax ADS price provided a more current and fairer representation of Lufax’s market value and as such the reference prices under the Lufax Scrip Dividend Scheme have been determined based on the average closing price of the Lufax ADSs to ensure consistent and equitable treatment for the Lufax Shareholders and the Lufax ADS Holders.

The Lufax Offers are unconditional

The Lufax Offers are unconditional in all respects and are made on 27 September 2024, the date of the Composite Document, and are capable of acceptance on or before the Closing Date.

Further details of the terms of the Lufax Offers and the procedures of acceptance and settlement of the Lufax Offers are set out in Appendix I to the Composite Document and the accompanying Forms of Acceptance. Further details of the Lufax Offers are also set out in the “Letter from Morgan Stanley and the Offeror Group” and the “Letter from the Lufax Board” of the Composite Document.

68

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Effect of accepting the Lufax Offers and right of withdrawal

According to the section headed “10. EFFECT OF ACCEPTANCE OF THE LUFAX OFFERS” under Appendix I to the Composite Document, by accepting the Lufax non-US Offer, the relevant Lufax Shareholder will be deemed to warrant that all Lufax Shares to be sold by such person under the Lufax non-US Offer are fully paid and free from all Encumbrances and together with all rights and benefits attaching thereto as at the date of the Composite Document or subsequently becoming attached to them, including but not limited to the right to receive all dividends, distributions and any return of capital, if any, which may be paid, made or declared or agreed to be made or paid thereon or in respect thereof on or after the date on which the Lufax non-US Offer is made, being the date of despatch of the Composite Document.

Subject to the withdrawal right discussed below, by accepting the Lufax US Offer, the relevant Lufax US Shareholder or Lufax ADS Holder will be deemed to warrant that all Lufax Shares or Lufax ADSs to be sold by such person under the Lufax US Offer are fully paid and free from all Encumbrances and together with all rights and benefits attaching thereto as at the date of the US Offer Document or subsequently becoming attached to them, including but not limited to the right to receive all dividends, distributions and any return of capital, if any, which may be paid, made or declared or agreed to be made or paid thereon or in respect thereof on or after the date on which the Lufax US Offer is made, being the date of despatch of the US Offer Document.

By accepting the Lufax Option Offer, the relevant Lufax Optionholder will be deemed to agree to the cancellation of the Lufax Options to be tendered by such person under the Lufax Option Offer and all rights attached thereto with effect from the date on which the Lufax Option Offer is made, being the date of despatch of the Composite Document.

By accepting the Lufax PSU Arrangement, the relevant Lufax PSU Holder will be deemed to agree to the cancellation of the Lufax PSUs to be tendered by such person under the Lufax PSU Arrangement and all rights attached thereto with effect from the date on which the Lufax PSU Arrangement is made, being the date of despatch of the Composite Document.

Acceptances tendered by the Lufax Shareholders under the Lufax non-US Offer, the Lufax Optionholders under the Lufax Option Offer and the Lufax PSU Holders under the Lufax PSU Arrangement shall be irrevocable and cannot be withdrawn, except in the circumstances set out in the section headed “9. RIGHT OF WITHDRAWAL” under Appendix I to the Composite Document. An acceptor of the Lufax US Offer may withdraw his/her acceptance by lodging a notice in writing signed by the acceptor (or his/her agent duly appointed in writing and evidence of whose appointment is produced together with the notice) with the required information to the Tender Agent.

However, Rule 14d-7(a)(1) of the Exchange Act provides holders of tendering securities the right to withdraw any tendered securities during the period in which the tender offer is open. Therefore, under the Lufax US Offer, Lufax US Shareholders and Lufax ADS Holders will be able to withdraw their acceptances at any time during the Offer Period. The Lufax US Offer will be deemed not to have been validly accepted in respect of any Lufax Shares or Lufax ADSs acceptances in respect of which have been validly withdrawn. However, the Lufax US Offer may be accepted again in respect of any withdrawn Lufax Shares or Lufax ADSs by following one of the procedures described in the section headed “9. RIGHT OF WITHDRAWAL” under Appendix I to the Composite Document at any time prior to expiry of the Lufax US Offer. Notwithstanding the foregoing, Lufax US Shareholders and Lufax ADS Holders who have cancelled their Lufax ADSs and withdrawn the Lufax Shares underlying the Lufax ADSs and have accepted the Lufax non-US Offer in respect of such Lufax Shares cannot withdraw such acceptance, which shall be irrevocable, except in the circumstances set out in the second paragraph of the section headed “9. RIGHT OF WITHDRAWAL” under Appendix I to the Composite Document.

69

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Information of the Lufax Group

Principal business of the Lufax Group

The Lufax Group is a leading financial services enabler for small business owners in the PRC and offers financing products designed principally to address the needs of these small business owners. The Lufax Group is also engaged in the consumer finance business through its licensed consumer finance subsidiary.

70

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Financial performance of the Lufax Group

The tabulation below shows a summary of selected financial performance of the Lufax Group since 2021.

Table 1 – Summary of the financial results of the Lufax Group for

the three financial years ended 31 December 2023 and the six

months ended 30 June 2023 and 30 June 2024

Sources: Annual reports and interim results announcements of Lufax for the relevant years or periods

71

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Total income

1H2024 versus 1H2023

The total income of the Lufax Group for 1H2024 was approximately RMB12,940 million, representing a decrease of approximately 33% as compared to approximately RMB19,348 million for 1H2023. Such decrease was mainly attributable to (i) the decrease of approximately 50% in technology platform-based income owing to the decrease of retail credit service fees due to the decrease in loan balance and the decrease of referral and other technology platform-based income due to Lufax’s exit from the Lujintong business (Lujintong was a platform the Lufax Group launched in 2019, aiming to help its financial institution partners to acquire borrowers directly through dispersed sourcing nationwide. The Lufax Group downscaled the operations of Lujintong in 2023 and ceased its operation by the end of April 2024) that it had previously conducted; (ii) the decrease of approximately 17% in net interest income due to the decrease in loan balance, partially offset by the increase of net interest income from the consumer finance business; and (iii) the decrease of approximately 31% in guarantee income due to the decrease in loan balance and a lower average fee rate.

FY2023 versus FY2022

The total income of the Lufax Group for FY2023 was approximately RMB34,255 million, representing a decrease of approximately 41% as compared to approximately RMB58,116 million for FY2022. Such decrease was mainly attributable to (i) the decrease of approximately 48% in technology platform-based income due to the decrease in new loan sales and balances and the decrease in transaction volume; (ii) the decrease of approximately 35% in net interest income due to a decrease in loan balances which was partially offset by the increase in net interest income from its consumer finance business; and (iii) the decrease of approximately 40% in guarantee income due to a decrease in the loan balances and a lower average fee rate.

FY2022 versus FY2021

The total income of the Lufax Group for FY2022 was approximately RMB58,116 million, representing a decrease of approximately 6% as compared to approximately RMB61,835 million for FY2021. Such decrease was mainly attributable to the decrease of approximately 24% in technology platform-based income due to the decrease in new loan sales of off-balance sheet loans which are funded by banks and by unconsolidated trust plans which is offset by (i) the increase of approximately 34% in net interest income due to the increase in average balance of loans originated by consolidated trust plans and expansion of Lufax Group’s consumer finance business; and (ii) the increase of approximately 69% in guarantee income due to the increase in the proportion of the loans enabled for which the Lufax Group provided credit enhancement.

Total expenses

1H2024 versus 1H2023

The total expenses of the Lufax Group for 1H2024 were approximately RMB12,857 million, representing a decrease of approximately 24% as compared to approximately RMB16,920 million for 1H2023. Such decrease was mainly attributable to (i) the decrease of approximately 48% in sales and marketing expenses mainly due to (a) the decreased commissions as a result of the decreased new loan sales, (b) the decreased referral expenses from platform service attributable to Lufax’s exit from the Lujintong business that it had previously conducted, and (c) the decreased general sales and marketing expenses as a result of the decrease in salary as a result of optimisation of Lufax’s sales team; and (ii) the decrease of approximately 15% in operation and servicing expenses mainly due to Lufax’s expense control measures and the decrease of loan balance, partially offset by the increase of commission associated with improved collection performance.

72

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

FY2023 versus FY2022

The total expenses of the Lufax Group for FY2023 were approximately RMB32,610 million, representing a decrease of approximately 28% as compared to approximately RMB45,102 million for FY2022. Such decrease was mainly attributable to (i) the decrease of approximately 37% in sales and marketing expenses driven by decreased new loan sales and transaction volume as well as the decreased staff costs for sales and marketing personnel; and (ii) the decrease of approximately 23% in credit impairment losses driven by decreased loan balances, partially offset by the increase of actual losses.

FY2022 versus FY2021

The total expenses of the Lufax Group for FY2022 were approximately RMB45,102 million, representing an increase of approximately 17% as compared to approximately RMB38,435 million for FY2021. Such increase was mainly attributable to the substantial increase of approximately 149% in credit impairment losses driven by increases in provision and indemnity loss driven by increased risk exposure and by worsening credit performance due to the impact of successive COVID-19 outbreaks in the Chinese economy.

Net profit/(loss)

1H2024 versus 1H2023

The net loss of the Lufax Group for 1H2024 was approximately RMB1,560 million, as compared to a net profit of approximately RMB1,736 million for 1H2023. This was mainly attributable to (i) the changes in total income and total expenses as explained above; and (ii) the increased withholding tax of RMB1,050 million associated with one-off dividends that were paid by Lufax’s PRC subsidiaries in order to support the distribution of Lufax Special Dividend approved upon the Annual General Meeting on 30 May 2024.

FY2023 versus FY2022

The net profit of the Lufax Group for FY2023 was approximately RMB1,034 million, representing a decrease of approximately 88% as compared to approximately RMB8,775 million for FY2022. Such decrease was mainly driven by the changes in total income and total expenses as explained above.

FY2022 versus FY2021

The net profit of the Lufax Group for FY2022 was approximately RMB8,775 million, representing a decrease of approximately 47% as compared to approximately RMB16,709 million for FY2021. Such decrease was mainly attributable to (i) the decrease of approximately 6% or approximately RMB3,719 million in total income; and (ii) the increase of approximately 17% or approximately RMB6,668 million in total expenses in FY2022 as compared to total expenses for FY2021.

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LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Financial position of the Lufax Group

The tabulation below shows a summary of selected financial information on the Lufax Group as at 31 December 2021, 2022, and 2023 and as at 30 June 2024.

Table 2 – Financial information on the Lufax Group