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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Lufax Holding Ltd (Name of Issuer) |
Ordinary Shares par value, $0.00001 per share (Title of Class of Securities) |
G5700Y209 (CUSIP Number) |
Yanmei Dong
23rd Floor, Two International Finance, Centre 8 Finance Street, Central
Hong Kong, F4, 000000
86 0755 2262 7970
23rd Floor, Two International Finance, Centre 8 Finance Street, Central
Hong Kong, F4, 000000
86 0755 2262 7970
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/01/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | G5700Y209 |
| 1 |
Name of reporting person
An Ke Technology Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
967,011,824.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The number of shares beneficially owned as reported in Rows (7), (9) and (11) includes 202,117,241 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof.
The percent of class represented by amount as reported in Row (13) is calculated based on 2,154,455,370 Ordinary Shares of Lufax, including (i) 421,077,586 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof, and (ii) 1,733,377,784 issued and outstanding Ordinary Shares of Lufax, as reported by Lufax on a Form 6-K furnished on March 5, 2026 (the "Form 6-K").
SCHEDULE 13D
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| CUSIP Number(s): | G5700Y209 |
| 1 |
Name of reporting person
China Ping An Insurance Overseas (Holdings) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
612,756,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The number of shares beneficially owned as reported in Rows (7), (9) and (11) includes 218,960,345 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof.
The percent of class represented by amount reported in Row (13) is calculated based on 2,154,455,370 Ordinary Shares of Lufax, including (i) 421,077,586 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof, and (ii) 1,733,377,784 issued and outstanding Ordinary Shares of Lufax, as reported by Lufax in the Form 6-K.
SCHEDULE 13D
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| CUSIP Number(s): | G5700Y209 |
| 1 |
Name of reporting person
Ping An Insurance (Group) Company of China, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,579,768,074.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
73.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
The number of shares beneficially owned as reported in Rows (7), (9) and (11) includes 421,077,586 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof.
The percent of class represented by amount reported in Row (13) is calculated based on 2,154,455,370 Ordinary Shares of Lufax, including (i) 421,077,586 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof, and (ii) 1,733,377,784 issued and outstanding Ordinary Shares of Lufax, as reported by Lufax in the Form 6-K.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares par value, $0.00001 per share | |
| (b) | Name of Issuer:
Lufax Holding Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
Building No. 6, Lane 2777, Jinxiu East Road, Pudong New District, Shanghai,
CHINA
, 201206. | |
Item 1 Comment:
An Ke Technology Company Limited ("An Ke"), China Ping An Insurance Overseas (Holdings) Limited ("PAOH"), and Ping An Insurance (Group) Company of China, Ltd. ("Ping An", together with An Ke and PAOH, the "Reporting Persons" and each, a "Reporting Person") are the beneficial owners of ordinary shares, par value US$0.00001 per share (the "Ordinary Shares"), of Lufax Holding Ltd, a Cayman Islands company ("Lufax"). All references to Ordinary Shares herein include the Ordinary Shares underlying the American depositary shares ("ADSs") of Lufax.
The following constitutes Amendment No. 3 to the Schedule 13D of the Reporting Persons, as originally filed with the Securities and Exchange Commission (the "Commission") on August 13, 2024 and amended by the amendments thereto filed on September 4, 2024 and December 9, 2024 (the "Schedule 13D"). The Schedule 13D is hereby amended and supplemented by this Amendment No. 3 to Schedule 13D (this "Amendment"). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Schedule 13D.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Rows (11) and (13) of the cover pages of this Amendment are hereby incorporated by reference into this Item 5(a). | |
| (b) | Rows (7) to (10) of the cover pages of this Amendment are hereby incorporated by reference into this Item 5(b). | |
| (c) | Except as disclosed in the Schedule 13D and this Amendment, none of the Reporting Persons or, to their knowledge, any of the persons listed in Schedules A-1, A-2 or A-3 of the Schedule 13D, has effected any transactions relating to the Ordinary Shares during the past 60 days. | |
| (d) | To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth and/or incorporated by reference in Items 1, 2, 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6.
The section "Ping An Convertible Promissory Notes" in Item 6 of Schedule 13D is hereby supplemented and updated to read as follows:
In 2015, Lufax issued to PAOH convertible promissory notes in an aggregate principal amount of US$1,953.8 million, part of which was subsequently transferred to An Ke (the "Notes"). In 2022, an amendment and supplemental agreement was entered to amend the terms of the Notes, pursuant to which (i) 50% of the outstanding principal amount of the Notes was redeemed, and (ii) for the remaining 50% outstanding Notes, the commencement date of the conversion period was extended to April 30, 2026 (within 60 days hereof) and the maturity date was extended to October 8, 2026. For details on the Notes, see "Item 6E. Share Ownership" in Lufax's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Commission on February 17, 2026.
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| Item 7. | Material to be Filed as Exhibits. | |
EXHIBIT
NUMBER DESCRIPTION
99.1(2) Joint Filing Agreement, dated September 4, 2024, among the Reporting Persons
99.2(1) Scrip Dividend Scheme (incorporated by reference to Exhibit 99.1 to the Form 6-K furnished by Lufax Holding Ltd on June 12, 2024)
99.3(1) Amended and Restated Option Agreement, dated November 27, 2015, among Mr. Jingkui Shi, Mr.Xuelian Yang, An Ke Technology Company Limited and Lanbang Investment Company Limited
99.4(1) Option Agreement, dated November 27, 2015, among Lanbang Investment Company Limited, An Ke Technology Company Limited and Tun Kung Company Limited
99.5(1) Option Agreement, dated November 28, 2014, among Mr. Jingkui Shi, Mr. Xuelian Yang, Shenzhen Ping An Financial Technology Consulting Co. Ltd. and Shanghai Lanbang Investment Limited Liability Company
99.6(3) Tri-Parte Agreement, dated December 5, 2024, by and among Lanbang Investment Company Limited, An Ke Technology Company Limited and Tun Kung Company Limited
(1) Filed as an exhibit to the Schedule 13D filed on August 13, 2024.
(2) Filed as an exhibit to the Amendment No. 1 to Schedule 13D filed on September 4, 2024.
(3) Filed as an exhibit to the Amendment No. 2 to Schedule 13D filed on December 9, 2024.
Schedules A-1, A-2 and A-3 of the Schedule 13D is hereby amended and restated to read as follows:
SCHEDULE A-1
DIRECTORS AND EXECUTIVE OFFICERS OF
AN KE TECHNOLOGY COMPANY LIMITED
The following sets forth the name and principal occupation of each of the directors and executive officers of An Ke Technology Company Limited. Each of the following persons is a citizen of the People's Republic of China, except that Cheung, Siu Man is a citizen of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). Unless otherwise noted, the business address of each of the following persons is c/o Suite 2353, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.
Name Principal Occupation
Cheung, Siu Man Director
Gao, Song Director
SCHEDULE A-2
DIRECTORS AND EXECUTIVE OFFICERS OF
CHINA PING AN INSURANCE OVERSEAS (HOLDINGS) LIMITED
The following sets forth the name and principal occupation of each of the directors and executive officers of China Ping An Insurance Overseas (Holdings) Limited. Each of the following persons is a citizen of the People's Republic of China, except that Tung, Hoi is a citizen of Hong Kong. Unless otherwise noted, the business address of each of the following persons is c/o Suite 2318, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.
Name Principal Occupation
Cheng, Jianxin Director
Guo, Shibang Director
Tung, Hoi Director
Jing, Huan Director
SCHEDULE A-3
DIRECTORS AND EXECUTIVE OFFICERS OF
PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD.
The following sets forth the name and principal occupation of each of the directors and executive officers of Ping An Insurance (Group) Company of China, Ltd. Each of the following persons is a citizen of the People's Republic of China, except that (i) Guo, Michael is a citizen of Australia, (ii) Chearavanont, Soopakij is a citizen of Thailand, (iii) Yang, Xiaoping and Chan, Hiu Fung Nicholas are citizens of Hong Kong, (iv) Ng, Kong Ping Albert is a citizen of Hong Kong and Australia. Unless otherwise noted, the business address of each of the following persons is c/o 47th, 48th, 108th, 109th, 110th, 111th and 112th Floors, Ping An Finance Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong Province, China.
Name Principal Occupation
Ma, Mingzhe Chairman of the Board of Directors
Xie, Yonglin Executive Director, President and Co-Chief Executive Officer
Guo, Michael Executive Director, Co- Chief Executive Officer and Senior Vice President
Fu, Xin Executive Director, Senior Vice President and Chief Financial Officer
Cai, Fangfang Executive Director, Senior Vice President
Chearavanont, Soopakij Non-executive Director
Yang, Xiaoping Non-executive Director
He, Jianfeng Non-executive Director
Cai, Xun Non-executive Director
Ng, Kong Ping Albert Independent Non-executive Director
Jin, Li Independent Non-executive Director
Wang, Guangqian Independent Non-executive Director
Hong, Xiaoyuan Independent Non-executive Director
Song, Xianzhong Independent Non-executive Director
Chan, Hiu Fung Nicholas Independent Non-executive Director
Huang, Baoxin Senior Vice President
Sheng, Ruisheng Board Secretary and Company Secretary
Guo, Shibang Assistant President and Chief Risk Officer
Zhang, Zhichun Assistant President and Person-in-charge of Auditing
Xu, Jing Chief Compliance Officer | ||
| SIGNATURE | |
After reasonable 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.
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