Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
December 06 2022 - 04:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
Commission File Number 001-39654
Lufax Holding Ltd
(Registrant’s name)
No. 1088 Yuanshen Road 28/F
Pudong New District, Shanghai
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ☐
Redemption of and Amendments to the Maturity Date and Conversion
Period of the Convertible Promissory Notes Held by China Ping An
Insurance Overseas (Holdings) Limited and An Ke Technology Company
Limited
On December 6, 2022, Lufax Holding Ltd (the “Company”),
China Ping An Insurance Overseas (Holdings) Limited (“PAOH”)
and An Ke Technology Company Limited (“An Ke,” together with
PAOH and the Company, the “Parties”) entered into an
Amendment and Supplemental Agreement to the Share Purchase
Agreement and the Convertible Promissory Notes (the “Fourth
Amendment and Supplemental Agreement”), to amend the terms of
the convertible promissory notes issued by the Company on October
8, 2015 in the aggregate principal amount of US$1,953,800,000 (the
“Notes”). Pursuant to the Fourth Amendment and Supplemental
Agreement, the Company agrees to redeem 50% of the outstanding
principal amount of the Notes from PAOH and An Ke, and the Parties
agree to extend the maturity date from October 8, 2023 to October
8, 2026 (the “Maturity Date”) and the commencement date of
the conversion period of the Notes from April 30, 2023 to April 30,
2026 for the remaining 50% of the outstanding principal amount of
the Notes.
Following such amendment:
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(i) |
50% of the outstanding principal amount of the Notes
(the “Relevant Notes”) shall be deemed redeemed and the
Relevant Notes shall be cancelled forthwith upon the execution of
the Fourth Amendment and Supplemental Agreement. In consideration
of the redemption and cancellation of the Relevant Notes and the
extension of the Maturity Date, and taking into account the fair
market value of the Notes as of October 31, 2022 determined by
the independent valuers engaged by the Parties, the Company agrees
to pay PAOH and An Ke a total amount of US$1,071,064,189.92,
together with the unpaid interest accrued on the Relevant Notes,
within one year after December 6, 2022 as agreed by the Parties in
writing.
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(ii) |
each of PAOH and An Ke has the right in the manner
provided in the Notes, as applicable, to convert the whole or any
part of the remaining 50% outstanding principal amount of the
Notes, as applicable, into ordinary shares of the Company, par
value US$0.00001 per share (or the American depositary shares
representing ordinary shares of the Company), during the period
starting from April 30, 2026 until the date which is five
(5) business days before (and excluding) October 8, 2026,
at an initial conversion price of US$14.8869 per ordinary share (as
adjusted under the terms and conditions of the Notes). Unless
converted or purchased and cancelled prior to the Maturity Date,
the Company will redeem the remaining 50% outstanding principal
amount of the Notes together with accrued interests on the Maturity
Date.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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Lufax Holding Ltd
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By:
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/s/ David Siu Kam Choy
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Name:
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David Siu Kam Choy
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Title:
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Chief Financial Officer
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Date: December 6, 2022
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