陆金所美股招股说明书(2023-04-11版)

424B3 1 d494546d424b3.htm 424(B)(3) Table of ContentsFiled Pursuant to Rule 424(b)(3) Registration No. 333-271209 PROSPECTUS SUPPLEMENT (To Prospectus dated April 11, 2023) Lufax Holding Ltd Ordinary Shares Tun Kung Company Limited is lending to certain designated dealers up to 28,652,716 of our ordinary shares, US$0.00001 per share, or approximately 2.5% of our total ordinary shares issued and outstanding immediately upon the Listing (as defined below) (assuming no additional shares are issued under our share incentive plans or upon the conversion of the outstanding convertible promissory notes before the Listing), on one or more occasions, to facilitate the proposed listing of our ordinary shares on the Main Board of The Stock Exchange of Hong Kong Limited, or the Hong Kong Stock Exchange, by way of introduction, or the Listing. Our ordinary shares will be traded on the Hong Kong Stock Exchange under the stock code “6623.” The ordinary shares being lent hereby will be used by the designated dealers to create additional liquidity of our ordinary shares on the Hong Kong Stock Exchange through sales at market prices on the Hong Kong Stock Exchange during a 30-calendar-day period commencing on the listing date of our ordinary shares on the Hong Kong Stock Exchange, which is expected to be on or about April 14, 2023. See “Description of Liquidity Arrangements.” We are registering the ordinary shares being registered hereby in connection with the sale of such shares to the extent that they are sold to U.S. persons, as defined under Regulation S, or for the account or benefit of U.S. persons. Neither we nor Tun Kung Company Limited will receive any proceeds from the lending of the ordinary shares being registered hereby, which will be sold at prevailing market prices at the time of sale in liquidity trades on the Hong Kong Stock Exchange during the liquidity period with delivery expected to occur from time to time in accordance with the rules of the Hong Kong Stock Exchange. Our American depositary shares, or the ADSs, are listed on the New York Stock Exchange, or the NYSE, under the symbol “LU.” Every two ADSs represent one ordinary share. On April 10, 2023, the last reported sale price of the ADSs on the New York Stock Exchange was US$1.85 per ADS. Investing in our securities involves risks. See “Risk Factors” beginning on page S-42 of this prospectus supplement and in any documents incorporated by reference into this prospectus supplement for a discussion of certain risks that should be considered in connection with an investment in our ordinary shares. Lufax Holding Ltd is not an operating company in China but a Cayman Islands holding company with no equity ownership in its consolidated affiliated entities. We conduct operations in China through (i) our PRC subsidiaries, (ii) the consolidated affiliated entities with which we have contractual arrangements, and (iii) the subsidiaries of the consolidated affiliated entities. PRC laws and regulations restrict and impose conditions on foreign ownership and investment in certain internet-based businesses. Accordingly, we operate these businesses in China through the consolidated affiliated entities and their subsidiaries, and rely on contractual arrangements among our PRC subsidiaries, the consolidated affiliated entities and their respective shareholders to control the business operations of the consolidated affiliated entities and their subsidiaries. This structure provides investors with exposure to foreign investment in China-based companies where PRC laws and regulations prohibit or restrict direct foreign investment in operating companies in certain sectors. Revenues contributed by the consolidated affiliated entities and their subsidiaries accounted for 3.0%, 2.5%, and 1.7% of our total revenues Table of Contentsfor 2020, 2021 and 2022, respectively. As used in this prospectus supplement, “we,” “us,” “our company” and “our” refer to Lufax Holding Ltd, its subsidiaries, and, in the context of describing our operations and consolidated financial information, the consolidated affiliated entities in China and their subsidiaries, including but not limited to (i) Shanghai Xiongguo Corporation Management Co., Ltd., or Shanghai Xiongguo, which was established in December 2014 and ultimately holds all equity interests of Shanghai Lufax (as defined below), (ii) Shanghai Lufax Information Technology Co., Ltd. (formerly known as Shanghai Lujiazui International Financial Asset Exchange Co., Ltd.), or Shanghai Lufax, which was established in September 2011 and currently operates the online wealth management business, and (iii) Shenzhen Lufax Holding Enterprise Management Co., Ltd., or Shenzhen Lufax Enterprise Management, which was established in May 2018 and currently has a wholly owned subsidiary that holds an internet content provider license, or ICP license, and operates an SBO value-added services platform under the brand of Ludiantong. The consolidated affilia