EX-99.(a)(1)(A)

EX-99.(A)(1)(A) 2 d874194dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A)

附件（a）（1）（A）

已修訂及重新修訂

提議以現金購買

持有人在美國和

所有美國存托股份，每股代表兩股普通股，發給位於任何地方的持有人

的

陸法克斯控股有限公司

爲

1.127美元每股普通股，或

每份ADS 2.254美元，

通過

安科科技有限公司，

中國平安海外保險（控股）有限公司，以及

中國平安保險（集團）公司

此報價和提款權於凌晨4：00到期，紐約時間

2024年10月28日，除非此優惠被延長。

安科科技有限公司（“安珂科技”）和中國平安保險海外（控股）有限公司（“平安保險海外控股、”並與安科科技共同推出的“聯合要約人”），均爲中國平安保險（集團）股份有限公司的全資子公司。 (中國平安保險(集團)股份有限公司) (“平安組”，並與聯合要約人一起， 「要約人集團」），是《香港收購及合併守則》（““《收購及合併守則》）所規定的收購守則”）（1）無條件強制全面要約（i）收購所有已發行和發行普通股，每股面值0.00001美元（“普通股”）和美國存托股份，每股代表兩股普通股（“美國存託憑證”）的盧法克斯控股有限公司（“Lufax”），以及根據Lufax於2014年12月通過並於2023年4月12日最近修訂和重述的第一階段股份激勵計劃將發行的普通股和美國存託憑證（“2014年盧克斯股份獎勵計劃”）以及Lufax於2019年9月通過並於2023年4月12日最近修訂和重述的2019年業績份額單位計劃（“Lufax 2019年績效份額單位計劃“)(除已由要約人集團擁有的期權)，及(Ii)取消所有尚未行使的期權(“選項“)根據陸金所控股2014年股票激勵計劃授予；及(2)對所有未獲授權的業績作出適當安排共享單位(“PSU“)根據陸金所控股2019年業績分享單位計劃授予取消所有未歸屬PSU。爲了滿足對身爲美國居民的普通股持有人的這一要求 (“美國股東)，以及就美國存託憑證持有人而言，不論位於何處(“ADS持有人“)，聯合要約人爲提供此報價(此“報盤”）向此類人購買每件普通商品股份爲每股1.127美元，每份ADS爲每股2.254美元，在每種情況下不計利息，根據本文件（經不時修訂、重述和補充）中規定的條款並受本文件中規定的條件的限制提供文件”），以及本要約文件隨附的美國普通股接受和轉讓形式（“藍色承兌表格”）以及本ADS要約文件隨附的送文函（ “送文函”).

該報價的結構符合適用於符合資格的投標報價的要求規則下的「二級」豁免 14D-1(D)以及根據修訂後的1934年美國證券交易法制定的相關規則(《交易所法案》“)，但某些豁免除外由美國證券交易委員會(「證監會」)提供美國證券交易委員會“)。單獨的、同時的要約(“非美國報盤，“與這一提議一起， “報盤就普通股而言，是根據《收購守則》進行，該守則並不容許競投美國存託憑證，並開放予所有居於香港或香港以外的股東(包括美國股東)，不允許投標持有人撤回，要求不遲於收到正式填寫和有效的承諾書之日起七(7)個香港營業日內支付對價(或如果更早，要約價格在此要約中交付)，並在其他重要方面與此要約不同。請參閱“The非美國要約。“

這些美國存託憑證在紐約證券交易所上市(“紐交所)，代號「Lu」，普通股在聯交所上市香港交易所有限公司(“香港交易所)，證券代號爲「6623」。9月24日， 2024年，據紐約證券交易所報道，美國存託憑證的收盤價爲每股美國存托股份2.52美元，普通股的收盤價爲據香港聯交所報道，每股普通股9.19港元(相當於約1.18美元)。要約價格(定義如下)低於這些價格。

從財務角度來看，聯合要約人認爲這一要約對陸金所控股的非關聯證券持有人並不公平。請參閱“特別因素--11.要約人集團對此要約的公正性的立場。

要約人集團如果不是因爲收購守則的要求，就不會提出要約，而且感覺到這些提議不是自願的。要約人集團提出要約並非爲了，且彼等不相信要約將有合理的可能性導致美國存託憑證或普通股有資格被撤銷註冊或導致美國存託憑證從紐約證券交易所退市。要約人集團打算採取必要和適當的步驟，確保陸金所控股繼續在紐約證券交易所上市，並在美國上市。儘管如此根據要約人的目的、信念及意圖，要約人集團並不能完全控制要約是否會產生上述效果。

投標你的普通股或 ADS在此報價中，您必須遵循本報價文件中標題爲「要採取的行動」一節中規定的程序。

你才是鼓勵在決定是否接受和投標此報價之前，請仔細閱讀整個報價文件。我們鼓勵您在決定是否投標前諮詢您的個人財務、法律、稅務或其他顧問。這個提議。

在某些方面，這份要約文件包括了香港強制性全面要約的慣例內容。例如，這樣的要約一般根據一份「綜合文件」進行，該文件列出有關要約的信息和各方關於要約的信件，包括要約人及其財務顧問、董事會。其證券受要約收購的公司的獨立董事會委員會，以及其證券受要約收購的公司的獨立財務顧問。至確保向此要約中的美國持有人提供此信息，此類信函將以非美國要約的綜合文件中使用的格式包含在此要約文件中(複合文檔“)，可在以下網址下載 Https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0927/2024092700547.pdf.

摩根士丹利亞洲有限公司(“摩根士丹利“)，即由香港證券及期貨事務監察委員會(「證監會」)授權及規管證監會“)，擔任聯合要約人的財務顧問。摩根士丹利將代表聯合要約人作出非美國根據收購守則提出要約及認購權要約，並根據收購守則確認其信納聯合要約人有足夠財政資源可用於全面接納股份要約(包括本要約)、購股權要約及PSU安排後，支付聯合要約人應付的最高現金代價。摩根士丹利不會與其進行做市活動關於提出股份要約、認股權要約和PSU安排。除聯合要約人外，摩根士丹利不對向摩根士丹利的客戶提供保護或提供建議的任何人負責與聯合要約或本文件的內容有關。

就本報價文件中所指的報價而言，在美國，它們是由聯合要約人單獨提出的。本要約文件中提及摩根士丹利代表聯合要約人提出的要約，應據此理解。

在香港、開曼群島和美國適用法律或法規允許的範圍內，並按照正常市場在香港的慣例，摩根士丹利或其聯屬公司可不時直接或間接購買普通股或任何可立即兌換、可交換的普通股或任何證券，或可行使普通股，但依據要約，在要約繼續接受之前、期間或之後。此類購買或購買安排可在當時的公開市場進行並將遵守香港(包括收購守則)、開曼群島和美國的所有適用規則(包括規則的適用豁免14e-5根據《交易法》)。有關此類購買的任何信息都將按照香港和開曼群島的法律或法規的要求進行披露。這一信息將在美國披露透過修訂提交予美國證券交易委員會的附表，並可於美國證券交易委員會網站www.sec.gov免費查閱，惟該等資料須根據收購守則或上市規則在香港公開。儘管有上述規定，該等購買或購買安排均不構成有關作出股份要約、購股權要約及PSU安排的任何做市活動。

無論是美國證券交易委員會還是任何其他監管機構，都沒有批准、反對或傳遞這一提議的優點或公平性，或充分性或準確性此報價文件中包含的信息。任何相反的陳述都是刑事犯罪。

2024年10月16日


			頁面

應採取的行動				2

摘要條款表				4

問答				6

特殊因素				10

預期時間表				43

重要通知				45

摩根·斯坦利和要約集團的來信				47

來自盧卡斯董事會的來信				57

LUVX董事會獨立董事會委員會的來信				64

LUFX獨立財務顧問的來信				66

這個非美提供				98

附錄I	—	接受要約的進一步條款和程序		101

附錄二	—	路法克斯集團的財務信息		108

附錄III	—	與要約人集團相關的一般信息		114

附錄IV	—	與LUFX集團相關的一般信息		117

須採取的行動

接受這個提議

如果你以美國股東的身份持有普通股，要接受這一要約，你應該填寫藍色承兌表格根據《公約》打印在上面的說明，構成此優惠的條款和條件的一部分。

如果您是美國存託憑證的記錄保持者(無論您身在何處)，請發送至接受這項有關你的美國存託憑證相關普通股的要約，你應填寫意見書按照本要約文件上的說明隨附，並儘快退還已填妥的遞交書(連同您的美國存託收據(S)，證明您的美國存託憑證是美國存託憑證)。招標代理”).

如果您通過經紀商、交易商、商業銀行、信託公司或其他證券中介機構持有美國存託憑證，您必須聯繫您的經紀商、交易商、商業銀行、信託公司或其他證券中介機構，並由該等證券中介機構透過存託信託公司(“直接轉矩“)。爲了使登記轉讓構成有效的投標在本次要約中您的美國存託憑證中，美國存託憑證必須由您的經紀、交易商、商業銀行、信託公司或其他證券中介機構在2024年10月28日(“到期日“)，除非該要約已經之前已擴展。此外，在到期日之前，投標代理必須收到(A)美國存託憑證的這種招標的確認書和(B)由DTC發送的電文，該電文是登記確認書的一部分，並說明DTC 已收到投標美國存託憑證的參與者的明確確認，表明該參與者已收到並同意遵守本要約的條款和，並且聯合要約人可以對該參與者(和“代理的消息“)。DTC、DTC的參與者和其他證券中介機構可能會建立截斷早於收到美國存託憑證招標指示的到期日的時間和日期。請注意，如果您的美國存託憑證是通過經紀人、交易商、商業銀行、信託公司或其他機構持有的證券中介和您的證券中介按照您的指示投標您的美國存託憑證，您的證券中介可能會向您收取交易費或服務費。你應該諮詢你的證券中介機構，以確定截斷適用於您的時間和日期，以及您是否會被收取任何交易費或服務費。

如果你是一個如果您是DTC參與者，並且作爲DTC參與者在DTC帳戶中持有ADS，您必須通過DTC的自動投標要約計劃投標ADS（“在頂上”）並通過使DLC執行簿記轉移程序將您的參與者帳戶中的ADS轉移到投標代理。代理人的消息必須由DTC傳輸並由投標代理在投標日期凌晨4：00（紐約時間）之前收到，以根據對此報價。

須採取的行動

美國存托股份持有者願意接受非美國要約可選擇通過註銷其美國存託憑證並提取美國存託憑證相關普通股成爲股東(定義如下)，但須遵守陸金所控股、花旗銀行、 N.A.(作爲美國存託憑證的開戶銀行，“託管人)，以及經修訂和補充的美國存託憑證的持有人和實益擁有人(“存款協議“)，包括向美國存託憑證(包括每100個美國存託憑證收取5美元的美國存托股份註銷手續費，外加15美元的電報費)，以及任何其他適用的費用和稅費。美國存托股份持有者通過經紀商、交易商、商業銀行、信託公司或其他機構持有美國存託憑證證券中介機構如需註銷其美國存託憑證，應按經紀、交易商、商業銀行、信託公司或其他證券中介機構的程序辦理，並通知經紀、交易商、商業銀行、信託公司等證券中介人安排從中央結算及交收系統的託管戶口註銷美國存託憑證及轉移相關普通股(“CCASS“)、建立和運作由香港交易所有限公司的全資附屬公司香港中央結算有限公司(“香港結算公司“)，存入美國存托股份持有人的香港股票帳戶。如果美國存托股份的持有者更願意接受普通股在中央結算系統以外，他或她必須先收到中央結算系統的普通股，然後安排從中央結算系統提取普通股。該美國存托股份持有人隨後可獲得由香港中央結算代理人有限公司(作爲轉讓人)簽署的轉讓表格並登記以其本人名義向註冊處登記的普通股(定義見下文)。對於在美國存託憑證註銷時收到CCASS的普通股，在正常情況下，上述步驟通常需要兩(2)個美國工作日，從託管人收到待註銷的美國存託憑證以及有效的註銷指示和支付註銷費用的日期。對於在美國存託憑證註銷時在中央結算系統以外以實物形式收到的普通股，上述步驟可能需要十四(14)個美國工作日或更長時間才能完成。在美國存托股份註銷普通股的提現程序完成之前，美國存托股份持有人將無法在香港交易所接收或交易普通股。請請注意，可能會出現臨時延遲。例如，在美國存託憑證被註銷和從美國存托股份計劃中退出時，存託憑證的轉讓賬簿可能會不時關閉。

美國存托股份持有者選擇接受非美國通過註銷其美國存託憑證和撤回普通股的要約相關的美國存託憑證將被視爲非美國並且將不能從股東的非美國要約，除非規則規定有這種權利收購守則19.2條。

美國存托股份持有者(無論該美國存托股份持有者位於何處)只能參與本次報價，除非該美國存托股份持有者選擇接受非美國通過取消其美國存託憑證並撤回相關普通股併成爲股東（定義如下）來提出要約。美國股東可以選擇接受本要約或非美國報價.選擇接受的美國股東非美國報價將被視爲非美國股東（ “非美國股東”以及與美國股東一起稱爲「股東」），並且將無法撤回接受非美國報價，除非收購守則第19.2條規定了該權利。如果您已收到本文件且不是美國股東或ADS持有人，請聯繫卓佳投資者服務有限公司（Lufax的股份登記分處和轉讓辦事處） (the「註冊處」）位於香港，位於香港夏愨道16號遠東金融中心17樓。

摘要條款表

本摘要條款表重點介紹了本報價文檔中包含的選定信息，旨在這只是一個概述。建議您仔細閱讀整個文檔，包括附錄。我們提供了一些參考，以便您可以訪問本報價文檔的其他部分，這些部分包含對主題的更完整描述包含在本摘要中。

•

此報價：聯合要約人是向美國股東和美國存托股份持有者發出這一要約根據本要約文件及相關函件所載條件，每股普通股作價1.127美元，美國存托股份每股作價2.254美元，每種情況下均不加利息。

•

付款方式：參與此次要約投標的美國股東將獲得每股普通股1.127美元的現金投標及美國存托股份持有人每投標一項美國存托股份(統稱爲「美國存托股份」)，將獲支付2.254美元現金報價“)。聯合要約人不承擔與美國存託憑證相關的任何費用或開支(美國存托股份費用除外以及聯合要約人作爲本次要約收購的美國存託憑證的擁有人應支付的費用)。見「摩根士丹利和要約人集團的信--要約」。

•

報盤：根據本次要約，每股普通股1.127美元和美國存托股份每股2.254美元的發行價指過去六個月內多次在紐交所報價的美國存託憑證價格及在香港聯交所多次報價的普通股的折讓。例如，這樣的價格代表大約折扣；

•

40.9%，較普通股在香港聯交所報價的收市價14.9港元低40.9%(儘管較美國存托股份宣佈擬派發特別股息，每股普通股1.21美元，或美國存托股份每股2.42美元( 陸金所控股特別股息)及根據收購守則第3.7條作出的強制性全面要約收購(「初步公告」)；

•

每股普通股在香港聯交所報價的收市價12.3港元及30.9% 美國存托股份在紐約證券交易所的報價爲每股2.95美元，日期爲2024年7月3日，也就是要約人集團和陸金所控股就根據收購守則第3.5條提出的要約聯合發佈的公告之日(「聯合公告」)；以及

•

4.8%，較普通股在香港聯交所報價的收市價每股9.19港元低4.8%；美國存托股份於2024年9月24日(「最遲可行日期」)在紐約證券交易所報價爲2.52美元。見「摩根士丹利和要約人小組的信函-要約的要約價」。我們建議您比較一下出價在本次要約以當前市場價格的普通股和美國存託憑證之前，您再做出投標決定。

•

到期日除非此報盤延期，否則所有接受此報盤的人必須在4：00前收到上午2024年10月28日(紐約時間)，到期日期。除非在非常特殊的情況下或有管轄權的政府機構提出要求，否則聯合要約人不打算延長這一要約。見標題部分本報價文件附錄I下的「3.承諾期和修訂」。

•

提款權：您可以在凌晨4點之前撤回承兌。2024年10月28日(紐約時間)。見本要約文件附錄I中標題爲「6.本要約項下的退出權」一節。

•

安置點：付款將立即（預計在兩（2）個美國工作日內）限用日期參見「附錄I - 2。和解」。

•

此報價的公平性： 聯席要約人和獨立委員會（“獨立董事委員會”）Lufax董事會（“陸金所控股董事會“）從財務角度來看，不相信此報價對Lufax的無關聯證券持有人是公平的。請參閱「特殊因素-11。要約人集團關於本次要約公平性的立場」。

摘要條款表

•

對美國股東和美國存托股份持有者的稅收後果：收到現金以換取普通股和/或根據此報價的美國存託憑證將是美國聯邦所得稅的應稅交易，也可能根據適用的州、當地、外國或其他稅法徵稅。一般來說，美國持有者(定義如下)將確認收益或就上述目的而言，虧損相當於收到的現金金額與其於投標普通股及/或美國存託憑證的經調整課稅基準之間的差額。此外，美國聯邦所得稅的某些不利後果可根據被動型外商投資公司(“PFIC“)規則。有關美國聯邦收入的詳細討論，請參閱「特殊因素--10.稅收後果--美國聯邦所得稅後果」這一提議對美國持有者的稅收後果。

稅務事宜非常複雜，對你的稅務後果是否接受這一提議將取決於你自己的情況。建議您諮詢您的稅務顧問，以充分了解這些內容。

•

聯合要約人的意向：要約人集團不會提出要約，除非收購守則的要求，從這個意義上說，要約不是自願的。要約人集團提出要約的目的不是，且他們認爲要約不會有合理的可能性導致美國存託憑證或普通股根據《交易所法案》，股票有資格被取消註冊，或導致美國存託憑證從紐約證券交易所退市。要約人集團打算採取必要和適當的步驟，確保陸金所控股繼續在紐約證券交易所上市和公開上市美國的一家公司。

•

無評估權： 這一要約不是根據公司法的規定提出的 (經修訂)開曼群島及任何法定修訂或重新制定其中(“《公司法》“)，因此美國股東在以下方面沒有明示的評估權根據《公司法》這一要約。見「特殊因素--11.要約人集團對此要約的公正性的立場」。

問答

以下是作爲美國股東或美國存托股份持有者可能會有的一些問題以及答案這些問題。建議您仔細閱讀本報價文件的其餘部分。

誰提出要買我的普通股？

要約人集團由(I)深圳平安直接全資擁有的在香港註冊成立的有限責任公司安珂科技組成金融科技諮詢有限公司(深圳平安金融科技諮詢有限公司) (“平安金融科技“)，一家根據中國法律成立的有限責任公司，而平安集團則由平安集團全資擁有，平安集團是一家成立於《中華人民共和國Republic of China法》規定的股份公司中華人民共和國“)在上海證券交易所(股份代號：601318)及香港聯交所(股份代號：2318(港幣櫃台)及82318(人民幣櫃台))上市；。(Ii)平安。海外控股，一家在香港註冊成立的有限責任投資控股公司，由平安集團直接全資擁有；及(Iii)平安集團。就本報價文件而言，“陸金所控股控股股東“具有上市規則(定義見下文)賦予該詞的涵義，除文意另有所指外，指平安集團、安珂科技、平安海外控股及平安金融科技。

這個優惠是什麼？

《關節》根據收購守則(1)，要約人須無條件提出強制性全面要約，以(I)收購所有已發行及已發行的普通股及美國存託憑證，以及將於2014年陸金所控股股份項下發行的普通股及美國存託憑證激勵計劃及陸金所控股2019年績效股份單位計劃(要約人集團已擁有的業績股份單位計劃除外)，以及(Ii)取消根據陸金所控股2014年股份激勵計劃授予的所有未行使購股權；及(2)作出適當根據陸金所控股2019年業績分享單位計劃授予的所有未歸屬PSU的安排，以取消所有未歸屬PSU。此要約構成上述無條件強制性全面要約的一部分。

只有美國股東和美國存托股份持有者(無論美國存托股份持有者位於何處)才能接受這一要約。美國存托股份持有者只能參與此次報價，美國股東可以參與這一要約或非美國要約，儘管鼓勵美國股東考慮參與非美國要約的風險。見「非美國報價」。普通股及美國存託憑證將由聯合要約人全額支付且無任何產權負擔。

這個報價有沒有什麼條件？

這個提議是無條件的。本次要約沒有融資、最低投標或其他實質性條件。因此，如果持有者正確遵循在到期日之前投標(而不是撤回)其證券的程序結束後，聯合要約人必須在到期日之後立即向這些持有人支付款項。

誰可以參與這一優惠？

這一報價是向所有美國股東和所有美國存托股份持有者開放，無論這些美國存托股份持有者位於何處。如果您是美國存托股份的持有者，無論您身在何處，您都只能將您的美國存託憑證提交到此優惠中。美國股東可以在此要約或非美國要約中提出要約，儘管鼓勵美國股東考慮參與非美國要約的風險。見「非美國報價」。如果您已收到此要約文件，並且您不是美國股東或美國存托股份持有者，請聯繫註冊處，地址爲香港夏？道16號遠東金融中心17樓。

我怎麼才能接受這個提議呢？

如果你持有普通股，要接受這一要約，你應該填寫藍色承兌表格隨附本要約文件符合上面印刷的說明，構成本優惠條款和條件的一部分。

問答

如果您是美國存託憑證的記錄保持者(無論您身在何處)，要接受關於您的美國存託憑證的這一提議，你應該填寫意見書根據本報價文件上的說明隨附此報價文件，並儘快將完整的遞送函(連同您的美國存託憑證)退還給招標代理。

如果您通過經紀商、交易商、商業銀行、信託公司或其他證券中介機構持有美國存託憑證，您必須聯繫您的經紀商、交易商、商業銀行、信託公司或其他證券中介機構，並由該等證券中介機構通過DTC代表您投標您的美國存託憑證。爲了使登記轉讓在此報價中構成您的美國存託憑證的有效投標，美國存託憑證必須在到期日之前由您的經紀人、交易商、商業銀行、信託公司或其他證券中介投標，除非此要約已提前延期。此外，在到期日之前，投標代理必須收到 (A)簽署美國存託憑證的這種招標的確認書；和(B)簽署代理人的信息。DTC、DTC的參與者和其他證券中介機構可能會建立截斷時間和日期是早於收到招標美國存託憑證指示的到期日。請注意，如果您的美國存託憑證是通過經紀商、交易商、商業銀行、信託公司或其他證券中介機構持有，而您的證券中介機構投標您的根據您的指示，您的證券中介機構可能會向您收取交易費或服務費。你應該諮詢你的證券中介機構，以確定截斷適用於您的時間和日期，以及您是否會被收取任何交易費或服務費。

如果您是DTC參與者，並且以DTC參與者的身份在DTC帳戶中持有ADS，則您必須通過TOP提交您的美國存託憑證，並通過DTC將您參與者帳戶中的美國存託憑證轉給投標代理人，從而遵循登記轉賬的程序。代理的消息必須由DTC傳輸並由招標代理時間在凌晨4點前。(紐約時間)根據本要約有效投標美國存託憑證。

他的立場是什麼？獨立董事委員會對這一要約有什麼看法？

獨立董事委員會，經考慮此項要約及考慮英中公司財務有限公司的意見及建議陸金所控股獨立財務顧問“)，從財務角度來看，我不認爲這個報價對無關聯證券持有人是公平的陸金所控股。

我必須接受這個提議多長時間？

除非此提議之前已延期，否則所有接受必須在凌晨4：00之前收到。2024年10月28日(紐約時間)就此報價，此報價將於2024年10月28日(星期一)(紐約時間)截止。此報價可自本報價文件之日起接受。

這個報價可以延期嗎？在什麼情況下？

聯合要約人不打算延長這一要約，但他們保留根據適用的法律、法規和規則這樣做的權利。因此，如果有管轄權的政府機構要求，聯合要約人可以延長這一要約。見本報價文件附錄I中標題爲「3.接受期限和修訂」的章節。

如果此優惠延期，我將如何收到通知？

如果要約人集團延長要約，他們將通知投標代理，並於不遲於晚上7點通過香港聯交所公佈延長要約。香港時間2024年10月28日，該公告將註明下一個到期日或聲明，表示此要約將繼續有效，直至另行通知。聯合要約人必須將此要約延長最短期限。美國證券交易委員會或其工作人員的任何規則、法規、解釋或立場，或紐約證券交易所的任何規則、法規或立場或任何適用的美國聯邦證券法所要求的。聯合要約人不會提供後續發售按照規則規定的期間14d-11根據《交易法》頒佈。

問答

我可以撤回承兌嗎？

只有在此要約中投標的美國存託憑證持有人和美國股東才能撤回對此要約的接受。通常沒有退出的能力來自非美國報價的接受。

參與此次要約投標的美國股東和美國存托股份持有人的截止時間爲凌晨4：00。2024年10月28日(紐約時間) 撤回他們對這一提議的接受。對於通過向經紀或銀行發出指示來投標普通股和/或美國存託憑證的美國股東和美國存托股份持有人，他們必須指示銀行或經紀安排普通股和/或美國存託憑證的退出。股票和/或美國存託憑證。

根據這一提議，我如何撤回我的承諾？

要撤回與此報價有關的承諾，您必須向招標代理遞交一份書面撤回通知，並提供所需信息。這就任何普通股或美國存託憑證接納已被有效撤回之任何普通股或美國存託憑證而言，要約將被視爲未被有效接納。然而，對於任何撤回的普通股或美國存託憑證，這一要約可能會再次被接受在本要約期滿前的任何時間，按照本要約文件附錄I「9.退出權」一節中所述的程序之一。

如果這些要約付諸實施，陸金所控股將會發生什麼？這些要約之後會不會出現強制收購？

要約結束後，要約人集團擬將陸金所控股及其附屬公司及可變權益實體及其附屬公司根據陸金所控股集團訂立的合同安排，其財務業績已作爲陸金所控股的子公司進行綜合和核算合併的附屬實體“)(統稱爲 “陸法克斯集團“)將繼續擔任陸金所控股集團的主營業務。要約人集團無意重新部署陸金所控股集團的任何固定資產(陸金所控股集團的日常及慣常業務除外) 或停止僱用陸金所控股集團的員工。

要約人集團無意，並認爲沒有合理的有可能，將陸金所控股私有化。此外，要約人集團有意維持普通股在香港聯交所上市及美國存託憑證在紐約證券交易所上市。要約人集團不打算利用任何強制收購任何在要約結束後發行的普通股。

見#年標題爲「要約人集團對陸金所控股集團的意向」的章節《摩根士丹利與要約人集團的信》。

持有者接受要約是否會導致陸金所控股無法滿足上市要求香港聯交所的標準是不少於25%的已發行普通股由公衆股東持有，紐約證券交易所的標準是至少有400名輪批持有人，還是其他上市標準？

要約人集團董事已共同及個別向香港聯交所承諾採取適當步驟，以確保於普通股、足夠的圓形地段持有人持有美國存託憑證，以及在其他方面符合適用的上市標準。特別是，如果陸金所控股的公開流通股在本交易日收盤後低於上市規則要求要約收購後，聯合要約人可於香港聯交所規定的時限內配售其中任何一方持有的普通股，或促使配售新普通股。鑑於要約人集團連同陸金所控股承諾合理使用鑑於要約集團致力維持普通股在香港聯交所及美國存託憑證在紐約證券交易所的上市地位，要約集團預期要約不會導致不符合適用的上市標準。

問答

如果我決定不接受，這一報價將如何影響我的普通股和美國存託憑證？

如果沒有收到您對此要約的接受，您將繼續是美國存托股份的美國股東或持有者(視情況而定)。

我可以選擇支付普通股和/或美國存託憑證的貨幣嗎？

不，您將收到以美元計算的普通股和/或美國存託憑證的對價。這一報價和非美國報價都將以美元支付。

聯合要約人是否有財力支付本次要約的對價？

聯合要約人擬通過安珂科技和平安的內部現金來源，以現金支付本次要約項下的應付款項海外控股。關於非美國要約、購股權要約及PSU安排，聯合要約人的財務顧問摩根士丹利信納，聯合要約人有足夠的財政資源，直至滿足聯合要約人在完全接受要約後應支付的最高現金對價。

美國聯邦政府的物質收入是多少？對參與此要約的美國持有者的稅收後果？

根據本次要約，收到現金以換取普通股和/或美國存託憑證將就美國聯邦所得稅而言是一項應稅交易，也可能根據適用的州、地方、外國或其他稅法徵稅。見「特殊因素--10.稅收後果--美國聯邦所得稅後果」更詳細地討論這一要約對美國持有者的美國聯邦所得稅後果。稅務問題非常複雜，這一提議對您的稅收後果將取決於您自己的情況。建議您請諮詢您的稅務顧問，以充分了解此提議對您的稅收後果。

我需要支付任何費用或佣金嗎？

如果您是您普通股的登記擁有人，並且您接受了這一要約，您將不必支付經紀費或類似的費用。如果您通過經紀人或其他代名人持有普通股和/或美國存託憑證，您應諮詢您的經紀人或代名人，以確定是否收取任何費用。

特殊因素

1.主題公司信息

本要約文件相關的標的公司和證券發行人的名稱爲Lufax Holding Ltd，一家在開曼群島註冊成立的公司島嶼有限責任。陸法克斯主要執行辦公室位於中華人民共和國上海市浦東新城錦秀東路2777弄6號樓，電話號碼爲+86 21-38632121. 截至2024年9月24日，已發行和發行普通股爲1，733，319，204股。這些ADS在紐約證券交易所交易，代碼爲「LU」。普通股在香港證券交易所交易股票代碼爲「6623」。

香港交易所是普通股的主要交易市場，該等股並未在任何其他交易所上市美國境外（美國存託憑證在紐約證券交易所上市，如下所述）。自2023年4月14日在香港交易所上市以來，香港交易所普通股每個完整季度的最高和最低收盤價如下：


	高		低
2023
第二季度	港幣$	38.00	港幣$	20.35
第三季度	港幣$	28.30	港幣$	17.22
第四季度	港幣$	17.98	港幣$	11.40
2024
第一季度	港幣$	18.60	港幣$	8.5
第二季度	港幣$	19.26	港幣$	8.04
第三季度（至9月）24）	港幣$	12.30	港幣$	8.55

紐約證券交易所是美國存託憑證的主要交易市場，美國存託憑證未在美國境內或境外的任何其他交易所上市 States.過去兩年每個季度紐約證券交易所美國存託憑證的最高和最低收盤價如下：


	高		低
2022
第三季度	美元	24.84	美元	10.08
第四季度	美元	10.48	美元	5.60
2023
第一季度	美元	13.16	美元	7.36
第二季度	美元	8.44	美元	5.12
第三季度	美元	7.28	美元	4.20
第四季度	美元	4.52	美元	2.79
2024
第一季度	美元	4.91	美元	2.15
第二季度	美元	4.76	美元	2.03
第三季度（至9月）24）	美元	2.97	美元	2.17

2.要約人集團的業務

平安集團

平安集團是一家綜合金融、醫療保健和老年護理服務提供商。平安集團是標的公司陸法克斯控股有限公司的控股股東，平安集團主要執行辦公室地址爲47、48、108、109、110、111、112 深圳市福田區益田路5033號平安金融中心樓層。平安集團主要執行辦公室電話：+86 400 8866 338。

特殊因素

在過去五年中，平安集團從未在刑事訴訟中被定罪(不包括交通違規或類似的輕罪)也不是任何司法或行政訴訟(未經批准或和解而被駁回的事項除外)的一方，導致判決、法令或最終命令禁止平安集團未來違反或禁止受聯邦或州證券法約束的活動，或發現任何違反美國聯邦或州證券法的行爲。

平安集團的董事和高管及其各自的職位如下：


姓名及現任職位與平安集團合作	公民權的國家名稱	過去五年的業務經驗年份
馬明哲先生平安集團創始人董事長(執行董事)	中華人民共和國	馬明哲先生自1988年3月起出任平安集團董事董事。自平安集團成立以來，馬雲先生一直全面參與平安集團的運營和管理，直到2020年6月他不再擔任首席執行官一職。他現在是平安集團的核心領導，負責平安集團的戰略、人力資源、文化和重大問題的決策。馬雲先生先後擔任總裁律師、董事律師、平安集團董事長兼首席執行官。在創立平安集團之前，馬雲先生曾任招商證券蛇口工業區社會保險公司副經理。他擁有中南經濟大學貨幣與銀行專業博士學位，法學(前身爲中南財經大學)。

謝永林先生高管董事總裁和聯席首席執行官	中華人民共和國	謝永林先生於1994年加入平安集團，2020年4月起被任命爲董事總裁。他也是平安資產管理有限公司旗下董事--平安銀行股份有限公司的董事長，也是非執行董事董事的陸金所控股。謝先生於2005年6月至2006年3月任平安集團戰略發展改革中心董事副主任。他曾擔任運營董事、人力資源董事和副總裁總裁，2006年3月至2013年11月，平安銀行董事長特別助理；2013年11月至2016年11月，連續擔任平安證券董事長、總裁、首席執行官特別助理、董事長。 2016年9月至2019年12月，平安集團高級副總裁。此前曾任中國『S』公司平安財產保險公司副總經理。分支機構，中國分公司平安人壽保險公司副總經理、總經理S，平安人壽市場部總經理中國先生擁有南京大學理學碩士學位和南京大學企業管理博士學位。

特殊因素


郭美美女士高管董事聯席首席執行官兼高級副總裁	澳大利亞	郭德綱先生於2019年加入平安集團，2024年9月被任命爲董事高管。他是中國股份有限公司平安人壽保險公司和中國平安財產保險公司的董事成員中國先生以及董事有限公司和平安好醫生股份有限公司的非執行董事。郭先生先後擔任副人力資源官和人力資源總監 2022年8月至2023年9月擔任平安集團資源官。在此之前，他曾擔任中國股份有限公司平安財產保險公司董事長特別助理、常務副總裁。在加入平安集團之前，郭廣昌曾擔任波士頓諮詢公司合夥人兼董事董事總經理、屈臣氏資本市場全球聯席首席執行官。他擁有澳大利亞新南威爾士大學的MBA學位。

蔡芳芳女士高管董事高級副總裁	中華人民共和國	蔡芳芳女士於2007年加入平安集團，並於2014年7月被任命爲董事總裁。她是平安集團旗下多家控股子公司的董事，包括中國的平安人壽保險公司，彼亦爲中國股份有限公司、平安財產保險股份有限公司及平安銀行股份有限公司之非執行董事，亦爲董事有限公司之非執行董事。蔡曉雲女士歷任副總 2009年10月至2012年2月，平安集團人力資源中心薪酬規劃管理部總經理兼總經理，擔任公司副首席財務官兼總經理平安集團規劃部，2012年2月至2013年9月，平安集團副首席人力資源官，2013年9月至2015年3月，平安集團首席人力資源官，2015年3月至4月 2023年。在加入平安集團之前，蔡女士曾擔任屈臣惠悅諮詢(上海)有限公司的董事諮詢和英國標準機構管理體系認證公司的金融行業審計董事，

特殊因素


符新先生高管董事高級副總裁	中華人民共和國	符新女士於2017年加入平安集團，2024年9月被任命爲董事高管。她是中國股份有限公司平安人壽保險公司、平安銀行股份有限公司、平安資產管理有限公司的董事會員。她也是金融壹賬通股份有限公司、陸金所控股和平安好醫生股份有限公司的非執行董事。此前，她曾擔任平安集團規劃部總經理 2017年10月至2023年1月，並於2020年3月至2022年3月擔任平安集團副首席財務官，2022年3月至2023年9月擔任平安集團首席運營官。在加入平安集團之前，傅女士曾擔任羅蘭貝格國際管理諮詢公司的金融服務合夥人和普華永道會計師事務所的董事高管。傅園慧擁有上海交通大學工商管理碩士學位。

Soopakij Chearavanon先生非執行董事董事	泰國	Soopakij Chearavanont先生自2013年6月起被任命爲董事首席執行官。*Chearavanont先生爲正大集團有限公司主席、董事執行董事及C.P.蓮花股份有限公司董事長。非執行董事董事及正大企業國際有限公司主席及董事執行董事兼C.P.Pokphand Co.Ltd.主席兼正大集團主席正大食品有限公司和正大食品有限公司(均在泰國上市)。Chearavanont先生曾擔任True Corporation Public Company Limited(在泰國上市)的董事董事和Ct Bright Holdings Limited的董事長。他擁有紐約大學商業與公共管理學院的理學學士學位。

楊曉平先生非執行董事董事	香港	楊曉平先生自2013年6月起被任命爲董事首席執行官。楊先生爲正大集團有限公司高級副董事長、正大海外有限公司副董事長兼行政總裁。彼亦爲多間香港上市公司之獨立非執行董事，包括董事有限公司董事、C.P.蓮花股份公司副董事長、星展控股有限公司行政總裁，以及中信股份及本間高爾夫有限公司之非執行董事董事。楊揚先生也是中國農村研究所副院長清華大學教授、清華大學全球發展研究院管委會副董事、北京市外商投資企業協會總裁、外商投資顧問北京市政府。曾任中國人第十二屆全國政協委員、中國分部經理、北京市首席代表日立株式會社陳楊先生是一名非執行董事天津濱海泰達物流(集團)有限公司和奇瑞控股集團有限公司的董事，a 非執行董事 True Corporation Public Company Limited董事、副董事長，中國民生投資股份有限公司董事會副董事長，有限公司擁有學士學位來自昌德大學（原名：江西理工學院）。他有在日本留學的經歷，並在清華大學完成了博士學位。

特殊因素


何劍鋒先生非執行董事董事	中華人民共和國	車和劍鋒先生自2022年7月起被任命爲董事。李賀先生現任深圳投資控股有限公司黨委書記、董事長，清華研究院總裁深圳的一所大學。曾任深圳市農產品集團有限公司黨委書記、董事長，深圳市食品物資集團有限公司黨委書記、董事長，總經濟師深圳市人民政府國資委黨委委員、深圳市經濟特區建設發展集團有限公司總裁副主任等。他手持一張武漢大學國際法學士學位，高級經濟師。他在中國取得執業資格，成爲一名合格律師。

蔡迅女士非執行董事董事	中華人民共和國	蔡迅女士於2022年7月被任命爲董事。蔡女士現任董事員工、深業集團有限公司黨委副書記、深市投資有限公司高管董事，以及一個非執行董事路王基建有限公司的董事。蔡青女士曾任我師幹部董事科研宣處董事科室深圳市委組織部幹部監督科董事、幹部一、二師副師董事。她擁有中南大學的經濟學學士學位中南理工大學(前稱中南理工大學)。

特殊因素


吳成業先生獨立的非執行董事主任	香港	吳成業先生自2019年7月起獲委任爲董事。吳氏先生現爲香港大學亞洲國際金融法律研究所專業顧問委員會成員。現任匯豐銀行越南有限公司監事會主席及匯豐銀行澳大利亞有限公司獨立非執行董事。吳先生曾在香港律政署擔任檢察官，之後進入私人診所。吳氏先生於1987年6月加入匯豐銀行擔任助理集團法律顧問，其後被委任爲法律及合規部副主管及亞太區法律及合規部主管，並擔任非執行董事彼爲匯豐銀行(中國)有限公司之獨立非執行董事、董事有限公司之獨立非執行董事，以及香港總商會法律委員會副主席。他擁有法學學士學位和碩士學位(L.L.B.和L.L.M.)從倫敦大學獲得法學學士學位(L.L.B.)來自北京大學。他是英國香港最高法院的律師，澳大利亞的維多利亞州。

朱一雲先生獨立的非執行董事董事	中華人民共和國	2019年7月起，楚一雲先生被任命爲董事。楊楚先生的原名是楚亦云(儲禕昀)。他是一名教授和博士。上海財經大學會計學院監事，人文學科重點研究機構上海財經大學會計金融研究所專職研究員教育部科學與社會科學部第一、二屆高級會計職業資格評審委員會委員，董事第九屆理事會委員中國會計學會理事，財政部指定的著名會計專家。朱先生也是一名獨立人士非執行董事河北銀行股份有限公司的董事和一位獨立人士中國銀行監事，財政部第一屆會計準則諮詢委員會委員，中國會計學會會計教育分會常務秘書長非執行董事環球科學工業（上海）有限公司董事，有限公司和泰豪科技公司，有限公司擁有博士學位，上海財經大學會計學碩士和學士學位。

特殊因素


劉宏先生獨立的非執行董事董事	中華人民共和國	劉宏先生自2019年7月起被任命爲董事。劉先生現任北京大學教授、博士生導師，中國人工智能協會總裁副理事長，中國人工智能學會會員國家十三五重點研發計劃《智能機器人》項目領導專家組、國家高層次人才專項支持計劃首批專家之一。劉強東先生曾任深圳市晶泉華電子有限公司獨立董事董事，哈爾濱工業大學工學博士學位。他還在北京大學完成了博士後研究。

吳江平先生獨立的非執行董事董事	香港和澳大利亞	吳孔平先生自2021年8月起獲委任爲董事。吳先生現任香港中國商會總裁、香港商業會計師公會名譽顧問，以及香港中文大學會計學院顧問委員會成員。吳氏爲深圳香港中文大學審計委員會委員及深圳教育基金會理事會成員。香港中文大學，深圳。吳先生亦爲董事有限公司及瑞安置業有限公司之獨立非執行董事，以及阿里巴巴集團控股有限公司之獨立董事。 ****先生曾擔任安永董事長中國、安永大中華區執行合夥人中國及安永全球執行董事。他在會計行業擁有超過30年的專業經驗。香港和中國大陸。在加入安永會計師事務所之前，吳昌俊是責任合夥人安達信有限責任公司在偉大的中國，責任合夥人羅兵咸永道中國業務董事總經理，以及花旗集團中國投資銀行業務董事總經理。吳氏先生擔任首屆及中華人民共和國財政部第二會計準則諮詢委員會委員，北京艾多克科技有限公司董事獨立非執行董事，擁有商學學士和碩士學位來自香港中文大學的行政管理。他亦是香港會計師公會、澳新銀行、CPAA及ACCA的成員。

SPECIAL FACTORS


Mr. Jin Li Independent Non-executive Director	PRC	Mr. Jin Li was appointed as Director since August 2021. Mr. Jin is currently a Vice President and Chair Professor of Southern University of Science and Technology, a member of the Committee for Economic Affairs of the 14th CPPCC National Committee, a member of the Central Committee of Jiusan Society, a member of the Board of Directors and the Academic Committee of the Global Corporate Governance Forum, and a Vice Chairman of China Management Science Society. Mr. Jin is also an Independent Non-executive Director of Guosen Securities Co., Ltd. Mr. Jin was an Associate Dean of Guanghua School of Management, Peking University, a tenured professor and a doctoral supervisor in the Department of Finance at Oxford University’s Saïd Business School, and an associate professor in the Department of Finance at Harvard Business School. He was also an Independent Non-executive Director of Yingda International Trust Company Limited, Beijing Financial Holdings Group Co., Ltd., Dacheng Fund Management Co., Ltd. and CITIC aiBank Corporation Limited, and an Independent Director of S.F. Holding Co., Ltd. He holds a Ph.D. in Finance from Massachusetts Institute of Technology, USA.

Mr. Wang Guangqian Independent Non-executive Director	PRC	Mr. Wang Guangqian was appointed as Director since July 2023. Mr. Wang is currently a professor at the School of Finance of Central University of Finance and Economics, a Vice President of China Society for Finance and Banking, and a Vice President of China Modern Financial Society. Mr. Wang was a Vice Dean of Central College of Finance (now Central University of Finance and Economics) and then a Vice President and the President of Central University of Finance and Economics. He holds a Ph.D. in Finance from Renmin University of China.

SPECIAL FACTORS


Mr. Sun Jianyi Chairman of Supervisory Committee (Employee Representative Supervisor)	PRC	Mr. Sun Jianyi joined Ping An Group in 1990 and was appointed as Supervisor since August 2020. Since joining Ping An Group in July 1990, Mr. Sun has been the General Manager of the Management Department, Senior Vice President, Executive Vice President, Deputy Chief Executive Officer and Vice Chairman of Ping An Group, and the Chairman of the board of directors of Ping An Bank Co., Ltd. successively. Prior to joining Ping An Group, Mr. Sun was the Head of the Wuhan Branch of the People’s Bank of China, a Deputy General Manager of the Wuhan Branch of the People’s Insurance Company of China, and the General Manager of Wuhan Securities Company. Mr. Sun was also a Non-executive Director of China Vanke Co., Ltd., a Non-executive Director of China Insurance Security Fund Co., Ltd., and an Independent Non-executive Director of Haichang Ocean Park Holdings Ltd. He holds a diploma in Finance from Zhongnan University of Economics and Law (previously known as Zhongnan University of Finance and Economics).

Ms. Zhu Xinrong Independent Supervisor	PRC	Ms. Zhu Xinrong was appointed as Supervisor since July 2022. Ms. Zhu is currently a second-level professor and doctoral supervisor of finance at Zhongnan University of Economics and Law, an expert entitled to a special government allowance from the State Council, a national master teacher, and the Director of the Collaborative Innovation Center of “Industrial Upgrade and Regional Finance,” a university-affiliated think tank at Zhongnan University of Economics and Law. Ms. Zhu also serves as an executive council member of the China Society for Finance and Banking and an expert in the consulting expert pool of the Monetary Policy Committee of the People’ s Bank of China. Ms. Zhu was a member of the National Supervisory Committee for Professional Degrees in Finance and the Vice President of Hubei Finance Society. Ms. Zhu served as an Independent Non-executive Director of Guangdong Sanhe Pile Co., Ltd., Hubei Xianning Rural Commercial Bank Co., Ltd. and Wuhan Credit Investment Group Co., Ltd. She holds a Ph.D. in Money and Banking from Zhongnan University of Economics and Law (previously known as Zhongnan University of Finance and Economics.

SPECIAL FACTORS


Mr. Liew Fui Kiang Independent Supervisor	HK	Mr. Liew Fui Kiang was appointed as Supervisor since July 2022. Mr. Liew currently serves as an Independent Non-executive Director of Shandong Gold Mining Co., Ltd., Zhaoke Ophthalmology Limited, Zhengye International Holdings Company Limited, and Zhongchang International Holdings Group Limited. Mr. Liew served as an Independent Non-executive Director of Baoshan Iron & Steel Company Limited and Gilston Group Limited (previously known as China Apex Group Limited), and the Chairman of PacRay International Holdings Limited. He holds an MBA degree from the Business School of University of Hull, United Kingdom and Bachelor of Laws from the University of Leeds, United Kingdom. He is a fellow of the Hong Kong Institute of Directors and solicitor of Hong Kong and Solicitor of England and Wales.

Mr. Hung Ka Hai Clement Independent Supervisor	HK	Mr. Hung Ka Hai Clement was appointed as Supervisor since July 2022. Mr. Hung’s former name was Hung Yu Sum Clement (洪如心). He is currently serving as an Independent Non-executive Director of Starjoy Wellness and Travel Company Limited (formerly known as Aoyuan Healthy Life Group Company Limited), China East Education Holdings Limited, Huarong International Financial Holdings Limited, Skyworth Group Limited, USPACE Technology Group Limited (formerly known as Hong Kong Aerospace Technology Group Limited), JX Energy Ltd., and Capital Estate Limited and a Non-executive Director of High Fashion International Limited. Mr. Hung served Deloitte China for 31 years where he assumed the Chairman role of Deloitte China and a board member of Deloitte International. Mr. Hung served as an adviser to the Guangzhou Institute of Certified Public Accountants. He also served as a member of the Political Consultative Committee of Luohu District, Shenzhen and was appointed as an expert adviser to the Ministry of Finance of the People’s Republic of China. Mr. Hung was an Independent Non-executive Director and then a Non-executive Director of SMI Holdings Group Limited, an Independent Non-executive Director, then a Non-executive Director and subsequently a re-designated Independent Non-executive Director of Lerthai Group Limited (formerly known as LT Commercial Real Estate Limited). Mr. Hung was also an Independent Non-executive Director of Zhongchang International Holdings Group Limited (formerly known as Henry Group Holdings Limited), Tibet Water Resources Ltd., SY Holdings Group Limited (formerly known as Sheng Ye Capital Limited), and Gome Finance Technology Co., Ltd. (formerly known as Sino Credit Holdings Limited). He holds a Bachelor of Arts in Accountancy from the University of Lincoln, United Kingdom (previously known as The Polytechnic, Huddersfield). He is also a life member of The Institute of Chartered Accountants in England and Wales.

SPECIAL FACTORS

Mr. Wang Zhiliang

Employee Representative Supervisor

PRC

Mr. Wang Zhiliang joined Ping An Group in 2002 and was appointed as Supervisor since August 2017. Mr. Wang is the Chief Administrative Affairs Officer of the Ping An Group. Mr. Wang served as the Administrative Director and the Director of General Office of the Ping An Group, a Deputy General Manager of the Ping An Group’s Head Office in Shanghai and a Deputy Director of the Ping An Group’s General Office, the Chairman of Ping An International Financial Leasing Co., Ltd., and served in the Administration Department of Tianjin Branch of Ping An Life Insurance Company of China, Ltd. He holds a Bachelor’s degree in Economic Information Management from Tianjin University of Finance and Economics (previously known as Tianjin Institute of Finance and Economics).

SPECIAL FACTORS

Mr. Huang Baoxin

Senior Vice President

PRC

Mr. Huang Baoxin joined the Ping An Group in 2015. He was appointed as Vice President since April 2020. Mr. Huang is the General Manager of the Group’s Beijing Head Office. Prior to joining Ping An Group, Mr. Huang served as a Deputy Division Director of the Industrial Transportation Department of the Ministry of Finance of the PRC, a Deputy Director General of the Second Secretary Bureau of the General Office of the State Council of the PRC, a Deputy Director General and then the Director General of the Supervisory Bureau of the General Office of the State Council of the PRC, and a deputy head of the discipline inspection team of the Publicity Department of the Central Committee of the CPC accredited by the Central Commission for Discipline Inspection of the CPC. He graduated with a Bachelor’s degree in Finance from Zhongnan University of Economics and Law (previously known as Zhongnan University of Finance and Economics). He also holds a Master’s degree in Political Economics from Renmin University of China and a Doctorate degree in Public Finance from the Chinese Academy of Fiscal Sciences (previously known as Research Institute for Fiscal Science, Ministry of Finance of the PRC).

SPECIAL FACTORS


Mr. Sheng Ruisheng Board Secretary, Company Secretary	PRC	Mr. Sheng Ruisheng joined Ping An Group in 1997 and was appointed as Board Secretary since April 2017. Mr. Sheng serves as the Brand Director and spokesperson of the Ping An Group. Mr. Sheng served as the Assistant to the General Manager, a Deputy General Manager, and the General Manager of the Ping An Group’s Branding Department from August 2002 to January 2014. He holds a Bachelor of Arts degree from Nanjing University and an MBA degree from The Chinese University of Hong Kong.

Ms. Zhang Zhichun Chief Financial Officer	PRC	Ms. Zhang Zhichun joined the Ping An Group in 1998 and was appointed as Chief Financial Officer (Financial Director) since January 2023. Ms. Zhang is a Director of a number of controlled subsidiaries of the Ping An Group including Ping An Property & Casualty Insurance Company of China, Ltd., Ping An Securities Co., Ltd. and Ping An Annuity Insurance Company of China. Ms. Zhang successively served as the Assistant President, Chief Investment Officer, Financial Director, and Board Secretary of Ping An Property & Casualty Insurance Company of China, Ltd. from December 2017 to December 2022. Before then, she served as a Deputy General Manager of Ping An Property & Casualty Insurance Company of China, Ltd.’s Planning Department and a Deputy General Manager and then the General Manager of the Ping An Group’s Planning Department. She holds a Bachelor’s degree in Actuarial Science from Shanghai University of Finance and Economics. She is an associate of China Association of Actuaries.

Mr. Sun Jianping Chief Human Resources Officer	PRC	Mr. Sun Jianping joined Ping An Group in 1988. Mr. Sun serves as a Director of Ping An Securities Co., Ltd., Ping An Technology (Shenzhen) Co., Ltd., and Shenzhen Ping An Finserve Co., Ltd. Since joining Ping An Group in 1988, Mr. Sun has successively held the positions including a Senior Vice President, an Executive Vice President, the President, and the Chairman and Chief Executive Officer of Ping An Property & Casualty Insurance Company of China, Ltd. He holds a Bachelor’s degree in Engineering from Huazhong University of Science and Technology (previously known as Huazhong Institute of Technology) and a Master’s degree in Economics from Zhongnan University of Economics and Law. He is a Senior Economist.

SPECIAL FACTORS


Mr. Guo Shibang Assistant President, Chief Risk Officer	PRC	Mr. Guo joined Ping An Group in 2011 and has been appointed as an Assistant President and Chief Risk Officer since March 2024. Mr. Guo served as a Senior Vice President and the Chief Risk Officer, and the Compliance Director of Ping An Securities Co., Ltd. from September 2014 to October 2016, and successively served as the Special Assistant to the Chairman, the Assistant President, an Executive Director and the Vice President of Ping An Bank Co., Ltd. from October 2016 to December 2023. Prior to that, Mr. Guo served as a Director and the President of Ping An Bank Co., Ltd.’s Small and Micro Finance Business Unit. Prior to joining Ping An Group, Mr. Guo was a chief officer and a deputy division-level researcher (presiding) of the Treasury Planning Department of the Head Office of Industrial and Commercial Bank of China, and the Manager of Beijing Shangdi Sub-branch, a Party Committee Member and a Deputy General Manager of Beijing Management Department, the Party Committee Secretary and Manager of Dalian Branch, and the Vice Chairman of the Head Office Retail Management Committee and the General Manager of the Retail Banking Department of China Minsheng Bank. He holds a Bachelor’s degree in Engineering from Shanghai Jiao Tong University, a Master’s degree in Economics from Peking University and a Ph.D. in Economics from Peking University, and is a senior economist.

Ms. Zhang Xiaolu Compliance Officer	New Zealand	Ms. Zhang Xiaolu joined Ping An Group in 2019 and was appointed as Compliance Officer since June 2021. Ms. Zhang served as the Chief Risk Officer of Ping An Group from August 2021 to March 2024, and the Chief Operating Officer of Ping An Group from February 2021 to October 2021, and a Special Assistant to the President of Ping An Bank Co., Ltd. from June 2019 to August 2020. Prior to joining the Ping An Group, Ms. Zhang served as a Managing Partner of Advisory Service (CEO of Advisory) at Ernst & Young Greater China and the General Manager of Consulting Service in Insurance Industry at IBM. She holds an MBA degree from Massey University, New Zealand.

Mr. Deng Benjamin Bin Assistant President, Chief Investment Officer	USA	Mr. Deng Benjamin Bin joined Ping An Group in 2021 and was appointed as Assistant President and Chief Investment Officer since March 2022. Mr. Deng is a Director of Ping An Life Insurance Company of China, Ltd., Ping An Annuity Insurance Company of China, Ltd. Insurance Company of China, Ltd., Ping An Asset Management Co., Ltd. and Ping An Overseas Holdings. Prior to joining Ping An Group, Mr. Deng served as the Chief Investment Officer of China Pacific Insurance (Group) Co., Ltd. and China Pacific Insurance Co., (H.K.) Ltd., the Head of Investment Analytics & Derivatives of AIA Group, and the Head of Market Risk Management (Asia-Pacific ex. Japan and South Korea) of AIG. He holds an MBA and master’s degree in Quantitative Method and Modeling from Baruch College, City University of New York. He is a Chartered Financial Analyst and Financial Risk Manager (FRM).

Mr. Huang Yuqiang Person-in-charge of Auditing	PRC	Mr. Huang Yuqiang joined Ping An Group in 2004 and was appointed as Person-in-charge of Auditing since June 2023. Mr. Huang serves as the General Manager of the Ping An Group’s Audit and Supervision Department. After joining Ping An Group in July 2004, Mr. Huang successively held the positions of the General Manager of Asset Monitoring of the Risk Management Department of Ping An Bank Co., Ltd. and a Deputy General Manager (presiding) of the Risk Management Department of the Ping An Group. He graduated with a Bachelor’s degree in Business Administration from Nanjing University.

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:

SPECIAL FACTORS


Name and Present Position with An Ke Technology	Country of Citizenship	Business Experience during the Past Five Years

Mr. Wang Shiyong Director	PRC	Mr. Wang Shiyong was appointed as a director of An Ke Technology in June 2020. Joining Ping An Group in 1995, Mr. Wang successively served as the director of the Planning and Statistics Office at the headquarter of Ping An Group, the assistant to the general manager and the chief financial officer of Ping An Property & Casualty Insurance Company of China, Ltd., the assistant to the general manager and the chief financial officer of Shenzhen Ping An Financial Services Co., Ltd. He currently serves as the chairman and the general manager of Ping An Financial Technology. He graduated with a master’s degree in economics from Zhongnan University of Economics and Law (previously known as Zhongnan University of Finance and Economics). He is a senior accountant, a senior economist and International Finance Manager.

Mr. Huang Philip Director	HK	Mr. Huang Philip was appointed as a director of An Ke Technology in June 2020. From May 2000 to August 2008, he worked for HSBC as the treasurer of the Global Financial Markets Department in Taiwan Region, head and senior vice president of the Global Financial Markets Department, financial technical support consultant and director of the Global Financial Markets Department in Asia Pacific Region, and director of the Global Financial Markets Department of HSBC (China). Since September 2008 to present, he has successively served as the assistant treasurer of Funding Department, head of Asset Management Department, and vice general manager of Group Funding Department of Ping An Group. Mr. Huang holds an MBA degree from State University of New York, Buffalo.

SPECIAL FACTORS

Name and Present Position

with An Ke Technology

Country of Citizenship

Business Experience during the Past

Five Years

Mr. Cheung Siu Man

Director

Mr. Cheung Siu Man was appointed as a director of An Ke Technology in January 2024. He joined Ping An Group in July 2007, and worked in the Funding Department of Ping An Group from July 2007 to October 2009, and served as the head of the Treasury Department of Ping An Overseas Holdings from October 2009 to October 2016. Since October 2016, he has been the managing director of Treasury Business of Ping An Overseas Holdings. Mr. Cheung holds a master’s degree in finance from Peking University.

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:

Name and Present Position

with An Ke Technology

Country of Citizenship

Business Experience during the Past

Five Years

Mr. Cheng Jianxin

Director

PRC

Mr. Cheng Jianxin was appointed as a director of Ping An Overseas Holdings in April 2024. He currently serves as the assistant to the general manager and chief investment officer of Ping An Life Insurance Company of China, Ltd., and is in charge of the Investment Center. Mr. Cheng joined Ping An Group in October 2014 and has successively held the positions of the president of the Medical Health Culture Tourism Finance Department of Ping An Bank Co., Ltd., general manager of the Risk Management Department of Ping An Bank Co., Ltd. and special assistant to the chairman of Ping An Life Insurance Company of China, Ltd. Mr. Cheng holds a bachelor’s degree in international trade from University of International Business and Economics and an MBA degree from Peking University.

SPECIAL FACTORS


Name and Present Position with An Ke Technology	Country of Citizenship	Business Experience during the Past Five Years
Mr. Deng Benjamin Bin Director	USA	Mr. Deng Benjamin Bin was appointed as a director of Ping An Overseas Holdings in June 2022. He joined Ping An Group in 2021 and was appointed as Assistant President and Chief Investment Officer since March 2022. Mr. Deng is a Director of Ping An Life Insurance Company of China, Ltd., Ping An Annuity Insurance Company of China, Ltd., Ping An Asset Management Co., Ltd. and Ping An Overseas Holdings. Prior to joining Ping An Group, Mr. Deng served as the Chief Investment Officer of China Pacific Insurance (Group) Co., Ltd. and China Pacific Insurance Co., (H.K.) Ltd., the Head of Investment Analytics & Derivatives of AIA Group, and the Head of Market Risk Management (Asia- Pacific ex. Japan and South Korea) of AIG. He holds an MBA and master’s degree in Quantitative Method and Modeling from Baruch College, City University of New York. He is a Chartered Financial Analyst and Financial Risk Manager (FRM).

Mr. Tung Hoi Director, Chairman and CEO	HK	Mr. Tung Hoi was appointed as a director of Ping An Overseas Holdings in August 2010. From 2014 to 2016, Mr. Tung Hoi was the Co-CIO as well as the Chairman of Investment Committee of Ping An Group. Prior to that, from 2004 to 2014, Mr. Tung was the Chairman and CEO of Ping An Trust Co., Ltd. Before joining Ping An Group, Mr. Tung was an executive director of Goldman Sachs (Asia) L.L.C. and a management consultant at McKinsey & Co. Mr. Tung holds a master’s degree in engineering science from Oriel College, University of Oxford and an MBA degree from INSEAD.

SPECIAL FACTORS


Name and Present Position with An Ke Technology	Country of Citizenship	Business Experience during the Past Five Years

Ms. Zhang Zhichun Director	PRC	Ms. Zhang Zhichun was appointed as a director of Ping An Overseas Holdings in November 2022. Ms. Zhang joined the Ping An Group in 1998 and was appointed as Chief Financial Officer since January 2023. Ms. Zhang is a Director of a number of controlled subsidiaries of the Ping An Group including Ping An Property & Casualty Insurance Company of China, Ltd., Ping An Securities Co., Ltd. and Ping An Annuity Insurance Company of China. Ms. Zhang successively served as the Assistant President, Chief Investment Officer, Financial Director, and Board Secretary of Ping An International Financial Leasing Co., Ltd. from December 2017 to December 2022. Before then, she served as a Deputy General Manager of Ping An International Financial Leasing Co., Ltd.’s Planning Department and a Deputy General Manager and then the General Manager of the Ping An Group’s Planning Department. She holds a Bachelor’s degree in Actuarial Science from Shanghai University of Finance and Economics. She is an associate of China Association of Actuaries.

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.

3.	Past Contracts, Transactions, Negotiations and Agreements

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:

SPECIAL FACTORS

(a)

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 first tranche payment of the consideration in the total amount of US$535.5 million was paid in December 2022 and the second tranche payment of the consideration in the total amount of approximately US$535.6 million was paid in March 2023. “Ping An Convertible Promissory Notes” means the convertible promissory notes issued by Lufax to Ping An Overseas Holdings in October 2015 in the initial aggregate principal amount of US$1,953.8 million, part of which was subsequently transferred to An Ke Technology, with the maturity date of the current outstanding principal amount being October 2026, where, 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 held by Ping An Overseas Holdings and US$468.912 million for the convertible promissory note held by An Ke Technology.

(b)

Each shareholder of Lanbang Investment Company Limited (“Lanbang”), namely Mr. Jingkui Shi (“Mr. Shi”) and Mr. Xuelian Yang (“Mr. Yang”), has granted an option to An Ke Technology to purchase up to 100% of his shares in Lanbang (the “Lanbang Offshore Call Options”). Lanbang and Tongjun Investment Company Limited are shareholders of Tun Kung Company Limited (“Tun Kung”) and owned 52.8% and 47.2% of the equity interests of Tun Kung, respectively. Tun Kung beneficially owned 308,198,174 ordinary shares of Lufax as of March 31, 2024. Each shareholder of Lanbang is entitled to his voting and other rights in Lanbang prior to An Ke 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 (the “Tun Kung Offshore Call Options”, together with the 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. Shi and Mr. Yang also hold the entire equity interest in Shanghai Lanbang Investment Limited Liability Company (“Shanghai Lanbang”), which holds equity interests in two of the Consolidated Affiliated Entities of Lufax. Each of Mr. Shi and Mr. Yang has granted an option to Shenzhen Ping An Financial Technology Consulting Co. Ltd. (“PAFT”), the parent company of An Ke Technology, to purchase up to 100% of his equity interest in Shanghai Lanbang (the “Onshore Call Options”, together with the Offshore Call Options, the “Call Options”). In August 2021, An Ke Technology and PAFT amended the exercise period of the Call Options. Following such amendments, 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.

4.	Purposes of the Transaction and Plans or Proposals

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.

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.

5.	Source and Amount of Funds or Other Consideration

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:

the value of the Offers will be approximately US$843,597,759;

the value of the Option Offer will be approximately US$669; and

the value of the PSU Arrangement will be approximately US$1,584,161.

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:

the value of the Offers will be approximately US$856,527,818;

no amount will be payable by the Joint Offerors under the Option Offer; and

the value of the PSU Arrangement will be approximately US$1,584,161.

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

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.

6.	Fees and Expenses

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:

•

Filing fees: $125,000.00

•

Legal fees and expenses: $1,865,000.00

•

Printing and mailing costs: $145,700.00

•

Other professional fees: $2,350,000.00

•

Total: $4,485,700.00

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.

7.	Interest in Securities of the Subject Company

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.

SPECIAL FACTORS


Shareholders	No. of Ordinary Shares held as at the Latest Practicable Date		Percentage of shareholding of the total issued Ordinary Shares as at the Latest Practicable Date (%) *^{(Note 6)}*
The Joint Offerors
- An Ke Technology^1,2		590,989,352		34.10
- Ping An Overseas Holdings ¹		393,795,905		22.72
Sub-total of the Joint Offerors:		984,785,257		56.81
The Offeror Directors
- Mr. Huang Philip ²		14,250		0.00
- Ms. Zhang Zhichun ²		6,222		0.00
Directors of Lufax
- Mr. Gregory Dean GIBB		31,083		0.00
Tun Kung Company Limited ^3, 4		308,198,174		17.78
Other shareholders		440,284,218		25.40

Total		1,733,319,204		100.00

Notes:

An Ke Technology is a wholly-owned subsidiary of Ping An Financial Technology, which is in turn wholly owned by Ping An Group. Ping An Overseas Holdings is a direct wholly-owned subsidiary of Ping An Group. As such, under the SFO, as at the Latest Practicable Date, Ping An Financial Technology is deemed to be interested in the 590,989,352 Ordinary Shares held by An Ke Technology, and Ping An Group is deemed to be interested in the 590,989,352 Ordinary Shares held by An Ke Technology and 393,795,905 Ordinary Shares held by Ping An Overseas Holdings.

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.

2.	Mr. Huang Philip, a director of An Ke Technology, beneficially owned 7,125 ADSs representing 14,250 Ordinary Shares. Ms. Zhang Zhichun, a director of Ping An Overseas Holdings, beneficially owned 3,111 ADSs representing 6,222 Ordinary Shares.

Each of Lanbang Investment Company Limited (“Lanbang”) and Tongjun Investment Company Limited (“Tongjun”) holds 52.8% and 47.2% of the issued and outstanding share capital of Tun Kung Company Limited (“Tun Kung”), respectively. According to the relevant forms of disclosure of interests, (i) Lanbang is directly held by Mr. Jingkui SHI and Mr. Xuelian YANG as to 50% and 50%; and (ii) Tongjun is directly held by Mr. Wenwei DOU and Ms. Wenjun WANG as to 50% and 50%. Mr. Wenwei DOU and Ms. Wenjun WANG acts as nominee shareholders to hold the shares of Tongjun on behalf of the beneficiaries, who are senior employees of Ping An Group and its subsidiaries or associates.

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.

SPECIAL FACTORS

Tun Kung beneficially owned 308,198,174 Ordinary Shares, consisting of (i) 246,550,714 Ordinary Shares held of record by Tun Kung; (ii) 16,497,372 ADSs representing 32,994,744 Ordinary Shares recorded in and represented by the collateral accounts and the custodial accounts held in the name of Tun Kung with Goldman Sachs International pursuant to certain covered call arrangements by and among Tun Kung, Goldman Sachs International and Goldman Sachs (Asia) L.L.C. between June and September 2023; and (iii) 28,652,716 Ordinary Shares are held through Central Clearing and Settlement System (CCASS) established and operated by Hong Kong Securities Clearing Company Limited (HKSCC).

Morgan Stanley is the financial adviser to the Joint Offerors in respect of the Offers. Accordingly, Morgan Stanley and the relevant members of the Morgan Stanley group which hold Ordinary Shares on an own account basis or manage Ordinary Shares on a discretionary basis are presumed to be acting in concert with the Joint Offerors in relation to Lufax in accordance with class (5) of the definition of “acting in concert” under the Takeovers Code (except in respect of the Ordinary Shares held by members of the Morgan Stanley group which are exempt principal traders or exempt fund managers, in each case recognized by the Executive as such for the purposes of the Takeovers Code). Members of the Morgan Stanley group which are exempt principal traders and exempt fund managers which are connected for the sole reason that they control, are controlled by or are under the same control as Morgan Stanley are not presumed to be acting in concert with the Joint Offerors. As at the Latest Practicable Date, Morgan Stanley and the relevant members of the Morgan Stanley group did not own or have control over any voting rights in Ordinary Shares (except for those which may be owned or controlled in their capacity as exempt principal traders or exempt fund managers, in each case recognized by the Executive as such for the purposes of the Takeovers Code).

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.

The calculation is based on the total number of 1,733,319,204 Ordinary Shares issued and outstanding as of the Latest Practicable Date (excluding the treasury shares held by Lufax, which comprised the Ordinary Shares underlying ADSs repurchased by Lufax pursuant to the share repurchase programs and Ordinary Shares issued to the Lufax Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of options or awards granted under the share incentive plans of Lufax).

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

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.

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:

•

a broker or dealer in securities or foreign currencies;

•

a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

•

a non-US Shareholder;

•

a financial institution;

•

a mutual fund;

•

a partnership or other entity treated as a partnership for US federal income tax purposes;

•

a tax-exempt organisation;

•

a life insurance company;

•

a person liable for alternative minimum tax;

•

a person that actually or constructively owns 10 percent or more of the voting stock of the Lufax;

•

a person that holds Ordinary Shares as part of a straddle or a hedging or conversion transaction; or

•

a person whose functional currency is not the US dollar.

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

•

a citizen or resident of the United States;

•

a corporation or other entity taxable as a corporation for US federal income tax purposes, created or organized in or under the laws of the United States, any state within the United States, or the District of Columbia;

•

an estate whose income is subject to US federal income tax regardless of its source; or

•

a trust if (i) a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable US Treasury Regulations to be treated as a US person.

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.

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:

•

at least 75% of its gross income is passive income (such as interest income); or

•

at least 50% of its gross assets (determined on the basis of a quarterly average) is attributable to assets that produce passive income or are held for the production of passive income (including cash).

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:

•

the excess distribution or gain will be allocated ratably over a US Holder’s holding period for the Ordinary Shares;

•

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which Lufax became a PFIC, will be treated as ordinary income; and

•

the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

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.

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:

•

fails to provide an accurate taxpayer identification number;

•

is notified by the US Internal Revenue Service that you have failed to report all interest and dividends required to be shown on your US federal income tax returns; or

•

in certain circumstances, fails to comply with applicable certification requirements.

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.

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:

•

40.9% to the closing price of HK$14.9 per Ordinary Share as quoted on the HKSE (though a premium of 2.5% to the closing price of $2.1972 per ADS as quoted on the NYSE) on March 21, 2024, the business day before the Initial Announcement;

•

28.4% to the closing price of HK$12.3 per Ordinary Share as quoted on the HKSE, and 30.9% to the closing price of $2.95 per ADS as quoted on the NYSE, on July 3, 2024, the date of the Joint Announcement; and

•

4.8% to the closing price of HK$9.19 per Ordinary Share as quoted on the HKSE, and 11.8% to the closing price of $2.52 per ADS as quoted on the NYSE, on September 24, 2024.

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:


	ADS (Discount to Offer Price)			Ordinary Share (Discount to Offer Price)
30-day volume weighted average price as of September 24, 2024	$	2.36 (4.5	%)	$	9.478 (7.6	%)
60-day volume weighted average price as of September 24, 2024	$	2.60 (13.4	%)	$	10.603 (16.3	%)

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.

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 Offers provide the US Shareholders and ADS Holders with immediate liquidity by enabling them to sell all or a portion of their Ordinary Shares and/or ADSs for the Offer Price; and

•

US Shareholders and ADS Holders that sell pursuant to the Offers will not bear the risk of losses that could be generated by Lufax’s operations or the risk of a decline in the value of Lufax after completion of the Offers.

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:

•

an increased concentration of ownership among shareholders focused on Lufax’s long-term growth and performance may provide flexibility to Lufax and its leadership to pursue strategies with less pressure from short-term investors or activist investors;

•

an increased ownership concentration may make it easier to obtain shareholder approval of certain corporate matters; and

•

the Offeror Group will have a greater interest in any income generated by Lufax’s operations and any increase in the value of Lufax.

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:

•

reduced burdens on Lufax’s management associated with being a public company, including the time and costs of preparing periodic reports under federal securities laws, obtaining financial audits, maintaining investor relations staff and complying with the Sarbanes-Oxley Act of 2002, enabling management to devote more of their time and resources to core business operations; and

•

greater flexibility to focus on long-term business goals, such as pursuing strategic transactions and acquisitions, without the constraint of the public market’s emphasis on quarterly results.

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:

•

holders of Ordinary Shares and ADSs would receive more consideration by selling their securities on the open market than by selling their securities in this Offer if prevailing trading prices remain higher than the Offer Prices;

•

the Independent Board Committee and the Independent Financial Advisor have recommended that holders not accept the Offers because the Offer Prices are not fair and not reasonable;

•

holders of Ordinary Shares or ADSs that sell pursuant to the Offers will, to the extent of their sales, not have the opportunity to participate in the future earnings and growth of Lufax and will not have any right to vote on Lufax’s corporate matters;

•

the receipt of cash in exchange for Ordinary Shares or ADSs will be a taxable transaction, where US Holders will generally recognize taxable gain or loss equal to the difference, if any, between the amount realized on the exchange and such holders’ adjusted tax basis in the tendered Ordinary Shares or ADSs;

SPECIAL FACTORS

•

any purchases by the Joint Offerors of Ordinary Shares or ADSs will reduce the public float (in the sense of shares held by non-affiliates), which could adversely affect the liquidity and market value of the remaining securities held by the public;

•

the Offeror Group would have greater ownership and thus influence on the decisions Lufax makes, which may differ from the preferences of then-existing holders of Ordinary Shares and ADSs as to important matters, such as future acquisitions or change of control transactions, payment of dividends and other decisions that impact shareholder value;

•

with its greater ownership concentration, future sales by the Offeror Group, or the perception that these sales might occur, could create greater downward pressure on market prices;

•

if the levels of sales in the Offers are unexpectedly high, the Joint Offerors may be required to take steps to ensure that Lufax remains listed as a public company in both Hong Kong and the United States, such as selling some of their Ordinary Shares after the close of the Offers or causing Lufax to sell new Ordinary Shares, which may cause volatile trading activity, dilution, or distractions for Lufax’s management; and

•

if the steps taken by the Joint Offerors to ensure that Lufax remains listed as a public company in both Hong Kong and the United States are unsuccessful, Lufax may have limited access to capital, less opportunities for growth and a less active trading market.

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:

•

the Offeror Group would not have increased influence on the decisions Lufax makes, which would benefit Lufax and unaffiliated security holders who disagree with the decisions the Offeror Group prefers;

•

the Offeror Group’s ownership level would not surpass applicable super-majority shareholder approval thresholds under Lufax’s memorandum and articles of association and the Companies Act, such as those needed to vary the rights of shares, wind up, amend the memorandum of association, or approve other special resolutions such as for a plan of merger or consolidation; and

•

more Ordinary Shares and ADSs would remain owned by unaffiliated holders and potentially available for sale in the public markets, which may result in a more active trading market.

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

•

the inability of Lufax to enjoy the benefits of the Offers being accepted, as described above, such as more flexibility to pursue long-term strategies with less pressure from short-term investors; and

•

the inability of unaffiliated security holders to enjoy the benefits of the Offers being accepted, as described above, such as the ability to realize immediate liquidity.

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.

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:


						Implied Interest of Offeror Group in Lufax’s
Assumed Amount of Ordinary Shares Sold:	Ordinary Shares Beneficially Owned by the Offeror Group					Net Book Value attributable to the Offeror Group as of June 30, 2024 (RMB’000)⁽¹⁾		Net Loss attributable to the Offeror Group for the Six Months Ended June 30, 2024 (RMB’000)⁽²⁾
Assumed Amount of Ordinary Shares Sold:	Number		Percent
None		984,785,257		56.8	%		46,038,845		(944,569	)
Half		1,359,052,231		78.4	%		63,535,877		(1,303,552	)
All		1,733,319,204		100.0	%		81,032,909		(1,662,535	)

(1)	Reflects ownership percent of the Offeror Group multiplied by total equity attributable to owners’ of Lufax of RMB 81,032,909 as of June 30, 2024, as reported by Lufax in its unaudited interim consolidated statement of financial position as of June 30, 2024.

(2)	Reflects ownership percent of the Offeror Group multiplied by net loss attributable to owners of Lufax of RMB (1,662,535) for the six months ended June 30, 2024, as reported by Lufax in its unaudited interim consolidated statement of comprehensive income for the six months ended June 30, 2024.

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.


Despatch date of the Composite Document and the accompanying Form(s) of Acceptance and commencement date of the Offers (Note 1)		Friday, September 27, 2024

Latest time and date for acceptance of the Non-US Offer on the Expiration Date (Notes 2, 5 and 6)		4:00 p.m. on Monday, October 28, 2024

Latest time and date for withdrawal of this Offer (Note 6 and 7)		4:00 a.m. on Monday, October 28, 2024 (New York time)

Latest time and date for acceptance of the this Offer on the Expiration Date (Notes 6 and 7)		4:00 a.m. on Monday, October 28, 2024 (New York Time)

Expiration Date (Notes 3 and 5)		Monday, October 28, 2024

Announcement of the results of the Offers as at the Expiration Date published (Notes 2 and 5)		by 7:00 p.m. on Monday, October 28, 2024

Latest date for posting of remittances for the amount due in respect of valid acceptances received under the Offers (Notes 4 and 5)		Wednesday, October 30, 2024

Notes:

The Non-US Offer, which is unconditional, is open for acceptance on and from Friday, September 27, 2024, being the date of posting of this Offer Document, until 4:00 p.m. on the Expiration Date or such later time and/or date as the Joint Offerors may determine and announce with the consent of the Executive and in accordance with the Takeovers Code. This Offer, which is also unconditional, is open for acceptance on and from Friday, September 27, 2024, being the date of posting of US Offer Document, until 4:00 a.m. (New York time) on the Expiration Date or such later time and/or date as the Joint Offerors may determine and announce, in which case 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.

Beneficial owners of Ordinary Shares who hold their Ordinary Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (as set out in Appendix I to this Offer Document) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

In accordance with the Takeovers Code, the Offers must initially be opened for acceptance for at least twenty-one (21) days following the date on which this Offer Document is posted. As the Offers will, in addition to compliance with the Takeovers Code, also be made in the United States pursuant to the applicable US tender offer rules, the Offers must remain open for at least twenty (20) US business days following the date on which this Offer Document is posted. Therefore, the Non-US Offer will initially remain open for acceptances until 4:00 p.m. on Monday, October 28, 2024 (Hong Kong time) and this Offer will initially remain open for acceptances until 4:00 a.m. on Monday, October 28, 2024 (New York time), unless the Joint Offerors revise or extend the Offers in accordance with the Takeovers Code or required by applicable laws. The Joint Offerors do not intend to extend the Offers save in wholly exceptional circumstances, as provided in Rule 18.2 of the Takeovers Code, or if required by a governmental body of competent jurisdiction. If the Joint Offerors are to extend the Offers, they are required to extend the Offers 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 Offeror Group and Lufax will jointly issue an announcement no later than 7:00 p.m. on Monday, October 28, 2024 (Hong Kong time) in relation to any extension of the Offers, in which the announcement will state either the next closing date or that the Offers will remain open until further notice. In the latter case, at least fourteen (14) days’ notice by way of an announcement will be given before the Offers are closed to those Independent Lufax Shareholders and ADS Holders who have not accepted the Offers.

EXPECTED TIMETABLE

For details of settlement of the Offers, please refer to the section headed “2. Settlement” in Appendix I to this Offer Document. Acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the section headed “6. Right of Withdrawal under This Offer” in Appendix I to this Offer Document.

If there is a tropical cyclone warning signal no. 8 or above, a “black rainstorm warning signal”, or an “extreme conditions” warning in force in Hong Kong and still in force at 12:00 noon on any of these dates, the relevant date and time will be moved to the same time, if applicable, on the next HK business day which does not have either of those warnings in force after 12:00 noon.

6.	Please note that although this Offer officially expires at 4:00 a.m. (New York time) on Monday, October 28, 2024, the Tender Agent’s business hours are from 9:00 a.m. to 5:00 p.m. (New York time).

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 the procedures described in “Appendix I – Further Terms and Procedures for Acceptance of the Offers” at any time prior to expiry of this Offer. Acceptances under the Non-US Offer are irrevocable and withdrawals will not be permitted.

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.

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.

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.

LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

LOGO LOGO

September 27, 2024

An Ke Technology Company Limited

(Incorporated in Hong Kong with limited liability)

China Ping An Insurance Overseas (Holdings) Limited

(Incorporated in Hong Kong with limited liability)

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.

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

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:

•

Unlocking conditions: The Locked Lufax PSUs shall continue to unlock in accordance with, and subject to, the existing schedule and conditions of grant under the Lufax 2019 Performance Share Unit Plan.

•

Settlement: The cancellation price will be paid to the holders of the Locked Lufax PSUs following the unlocking of the respective Lufax PSUs.

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.

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:

(i)	a discount of approximately 40.92% over the closing price of HK$14.9 per Lufax Share as quoted on the Stock Exchange on the HK Business Day before the date of the Initial Announcement;

(ii)	a discount of approximately 28.43% over the closing price of HK$12.3 per Lufax Share as quoted on the Stock Exchange on the date of the Joint Announcement;

(iii)

a discount of approximately 4.21% over the closing price of HK$9.19 per Lufax Share as quoted on the Stock Exchange on the Latest Practicable Date;

(iv)	a discount of approximately 11.97% over the average closing price of HK$10.0 per Lufax Share as quoted on the Stock Exchange for the five (5) consecutive trading days up to and including the date of the Joint Announcement;

(v)	a discount of approximately 6.93% over the average closing price of HK$9.5 per Lufax Share as quoted on the Stock Exchange for the ten (10) consecutive trading days up to and including the date of the Joint Announcement;

(vi)

a discount of approximately 84.89% to the net asset value per Lufax Share of approximately HK$58.25 as at December 31, 2023, calculated based on the Lufax Group’s audited consolidated total equity attributable to the owners of Lufax as at December 31, 2023 of RMB92,142 million (equivalent to approximately HK$100,959 million), divided by 1,733,286,764, being the number of the total issued Lufax Shares immediately after the allotment and issue of the new Lufax Shares as the Lufax Special Dividend; and

(vii)

a discount of approximately 82.81% to the net asset value per Lufax Share of approximately HK$51.22 as at June 30, 2024, calculated based on the Lufax Group’s unaudited consolidated total equity attributable to the owners of Lufax as at June 30, 2024 of RMB81,033 million (equivalent to approximately HK$88,787 million), divided by 1,733,286,764, being the number of the total issued Lufax Shares immediately after the allotment and issue of the new Lufax Shares as the Lufax Special Dividend.

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

(i)	a discount of approximately 33.12% over the closing price of US$3.370 per Lufax ADS as quoted on the NYSE on the US Business Day before the date of the Initial Announcement;

(ii)	a discount of approximately 23.59% over the closing price of US$2.950 per Lufax ADS as quoted on the NYSE on the date of the Joint Announcement;

(iii)

a discount of approximately 2.00% over the closing price of US$2.300 per Lufax ADS as quoted on the NYSE on September 23, 2024 (New York time) (being 4:00 a.m. on the Latest Practicable Date (Hong Kong time));

LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP

(iv)	a discount of approximately 12.77% over the average closing price of US$2.584 per Lufax ADS as quoted on the NYSE for the five (5) consecutive trading days up to and including the date of the Joint Announcement; and

(v)	a discount of approximately 7.28% over the average closing price of US$2.431 per Lufax ADS as quoted on the NYSE for the ten (10) consecutive trading days up to and including the date of the Joint Announcement.

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:


	Highest		Lowest
2023
Second Quarter		HK$38.00		HK$20.35
Third Quarter		HK$28.30		HK$17.22
Fourth Quarter		HK$17.98		HK$11.40
2024
First Quarter		HK$18.60		HK$8.5
Second Quarter		HK$19.26		HK$8.04

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:


	Highest		Lowest
2022
Third Quarter		US$23.96		US$10.08
Fourth Quarter		US$10.48		US$5.60
2023
First Quarter		US$13.16		US$7.36
Second Quarter		US$8.44		US$5.12
Third Quarter		US$7.28		US$4.20
Fourth Quarter		US$4.52		US$2.79
2024
First Quarter		US$4.91		US$2.15
Second Quarter		US$4.76		US$2.03

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.

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:

the value of the Lufax Share Offers will be approximately US$843,597,759;

the value of the Lufax Option Offer will be approximately US$669; and

the value of the Lufax PSU Arrangement will be approximately US$1,584,161.

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:

the value of the Lufax Share Offers will be approximately US$856,527,818;

no amount will be payable by the Joint Offerors under the Lufax Option Offer; and

the value of the Lufax PSU Arrangement will be approximately US$1,584,161.

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:


Allocation Proportion and Sequence		Responsible Offeror

A. Payment Obligation under the Lufax Share Offers

A-1. For the payment of the consideration for the initial 251,100,000 Lufax Offer Shares (including Lufax Offer Shares represented by the Lufax ADSs and to be issued under the Lufax 2014 Share Incentive Plan and the Lufax 2019 Performance Share Unit Plan) tendered for acceptance of the Lufax Share Offers		An Ke Technology

A-2. For the payment of the consideration for the subsequent 201,000,000 Lufax Offer Shares (including Lufax Offer Shares represented by the Lufax ADSs and to be issued under the Lufax 2014 Share Incentive Plan and the Lufax 2019 Performance Share Unit Plan) tendered for acceptance of the Lufax Share Offers		Ping An Overseas Holdings

LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP


A-3. For the payment of the consideration for the subsequent 171,000,000 Lufax Offer Shares (including Lufax Offer Shares represented by the Lufax ADSs and to be issued under the Lufax 2014 Share Incentive Plan and the Lufax 2019 Performance Share Unit Plan) tendered for acceptance of the Lufax Share Offers		An Ke Technology

A-4. For the payment of the consideration for the remaining Lufax Offer Shares (including Lufax Offer Shares represented by the Lufax ADSs and to be issued under the Lufax 2014 Share Incentive Plan and the Lufax 2019 Performance Share Unit Plan) tendered for acceptance of the Lufax Share Offers		Ping An Overseas Holdings

B. Payment Obligation under the Lufax Option Offer and in respect of the Unlocked Lufax PSUs under the Lufax PSU Arrangement		An Ke Technology

C. Payment Obligation in respect of the Locked Lufax PSUs under the Lufax PSU Arrangement		Ping An Overseas Holdings

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.

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.

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.

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.

LETTER FROM MORGAN STANLEY AND THE OFFEROR GROUP


Yours faithfully, For and on behalf of Morgan Stanley Asia Limited Richard J. Wong		By order of the board of directors of Ping An Insurance (Group) Company of China, Ltd. Sheng Ruisheng

Managing Director		Company Secretary

		By order of the board of directors of An Ke Technology Company Limited Wang Shiyong Director

		By order of the board of directors of China Ping An Insurance Overseas (Holdings) Limited Tung Hoi Director

LETTER FROM THE LUFAX BOARD

LOGO

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)

Executive Directors:

Mr. Yong Suk CHO (趙容奭)

(Chairman and Chief Executive Officer)

Mr. Gregory Dean GIBB (計葵生)

(Co-Chief Executive Officer)

Non-executive Directors:

Mr. Yonglin XIE (謝永林)

Ms. Xin FU (付欣)

Mr. Yuqiang HUANG (黃玉強)

Independent Non-executive Directors:

Mr. Rusheng YANG (楊如生)

Mr. Weidong LI (李偉東)

Mr. Xudong ZHANG (張旭東)

Mr. David Xianglin LI (李祥林)

Registered Office:

Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Head Office and Principal Place of Business in the PRC:

Building No. 6, Lane 2777

Jinxiu East Road

Pudong New District

Shanghai, PRC

Principal Place of Business in Hong Kong:

5/F, Manulife Place

348 Kwun Tong Road, Kowloon

Hong Kong

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,

AND

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

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.

The Lufax Share Offers


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

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

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.

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”.


*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

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

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


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

(d)	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:

•

Settlement: The cancellation price will be paid to the holders of the Locked Lufax PSUs following the unlocking of the respective Lufax PSUs.

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%.

LETTER FROM THE LUFAX BOARD


Lufax Shareholders	No. of Lufax Shares held as at the Latest Practicable Date		Percentage of shareholding of the total issued Lufax Shares as at the Latest Practicable Date (%) *^{(Note 6)}*
The Joint Offerors
- An Ke Technology ^(Note 1&2)		590,989,352		34.10
- Ping An Overseas Holdings ^(Note 1)		393,795,905		22.72
Sub-total of the Joint Offerors:		984,785,257		56.81
The Offeror Directors
- Mr. Huang Philip ^(Note 2)		14,250		0.00
- Ms. Zhang Zhichun ^(Note 2)		6,222		0.00
Directors of Lufax
- Mr. Gregory Dean GIBB		31,083		0.00
Tun Kung Company Limited ^{(Notes 3 & 4)}		308,198,174		17.78
Other shareholders		440,284,218		25.40

Total		1,733,319,204		100.00

Notes:

An Ke Technology is a wholly-owned subsidiary of Ping An Financial Technology, which is in turn wholly owned by Ping An Group. Ping An Overseas Holdings is a direct wholly-owned subsidiary of Ping An Group. As such, under the SFO, as at the Latest Practicable Date, Ping An Financial Technology is deemed to be interested in the 590,989,352 Lufax Shares held by An Ke Technology, and Ping An Group is deemed to be interested in the 590,989,352 Lufax Shares held by An Ke Technology and 393,795,905 Lufax Shares held by Ping An Overseas Holdings.

2.	Mr. Huang Philip, a director of An Ke Technology, beneficially owned 7,125 Lufax ADSs representing 14,250 Lufax Shares. Ms. Zhang Zhichun, a director of Ping An Overseas Holdings, beneficially owned 3,111 Lufax ADSs representing 6,222 Lufax Shares.

Each of Lanbang Investment Company Limited (“Lanbang”) and Tongjun Investment Company Limited (“Tongjun”) holds 56.37% and 43.63% of the issued and outstanding share capital of Tun Kung Company Limited (“Tun Kung”), respectively. According to the relevant forms of disclosure of interests, (i) Lanbang is directly held by Mr. Jingkui SHI and Mr. Xuelian YANG as to 50% and 50%; and (ii) Tongjun is directly held by Mr. Wenwei DOU and Ms. Wenjun WANG as to 50% and 50%. Mr. Wenwei DOU and Ms. Wenjun WANG acts as nominee shareholders to hold the shares of Tongjun on behalf of the beneficiaries, who are senior employees of Ping An Group and its subsidiaries or associates.

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.

LETTER FROM THE LUFAX BOARD

Tun Kung beneficially owned 308,198,174 Lufax Shares, consisting of (i) 246,550,714 Lufax Shares held of record by Tun Kung; (ii) 16,497,372 Lufax ADSs representing 32,994,744 Lufax Shares recorded in and represented by the collateral accounts and the custodial accounts held in the name of Tun Kung with Goldman Sachs International pursuant to certain covered call arrangements by and among Tun Kung, Goldman Sachs International and Goldman Sachs (Asia) L.L.C. between June and September 2023; and (iii) 28,652,716 Lufax Shares are held through Central Clearing and Settlement System (CCASS) established and operated by Hong Kong Securities Clearing Company Limited (HKSCC).

Morgan Stanley is the financial adviser to the Joint Offerors in respect of the Lufax non-US Offer, the Lufax Option Offer and the Lufax PSU Arrangement. Accordingly, Morgan Stanley and the relevant members of the Morgan Stanley group which hold Lufax Shares on an own account basis or manage Lufax Shares on a discretionary basis are presumed to be acting in concert with the Joint Offerors in relation to Lufax in accordance with class (5) of the definition of “acting in concert” under the Takeovers Code (except in respect of the Lufax Shares held by members of the Morgan Stanley group which are exempt principal traders or exempt fund managers, in each case recognized by the Executive as such for the purposes of the Takeovers Code). Members of the Morgan Stanley group which are exempt principal traders and exempt fund managers which are connected for the sole reason that they control, are controlled by or are under the same control as Morgan Stanley are not presumed to be acting in concert with the Joint Offerors. As at the Latest Practicable Date, Morgan Stanley and the relevant members of the Morgan Stanley group did not own or have control over any voting rights in Lufax Shares (except for those which may be owned or controlled in their capacity as exempt principal traders or exempt fund managers, in each case recognized by the Executive as such for the purposes of the Takeovers Code).

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.

The calculation is based on the total number of 1,733,319,204 Lufax Shares issued and outstanding as of the Latest Practicable Date (excluding the treasury shares held by Lufax, which comprised the Lufax Shares underlying Lufax ADSs repurchased by Lufax pursuant to the share repurchase programs and Lufax Shares issued to the Lufax Depositary for bulk issuance of Lufax ADSs reserved for future issuances upon the exercise or vesting of options or awards granted under the share incentive plans of Lufax).

Securities of Lufax

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.

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.

LETTER FROM THE LUFAX INDEPENDENT BOARD COMMITTEE

LOGO

(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,

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.

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


Mr. Rusheng YANG		Mr. Weidong LI
Independent Non-executive Director		Independent Non-executive Director

Mr. Xudong ZHANG		Mr. David Xianglin LI
Independent Non-executive Director		Independent Non-executive Director

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

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.

LOGO

The Lufax Independent Board Committee

27 September 2024

Dear Sirs or Madams,

AND

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

I.	INTRODUCTION

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.

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.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

II.

PRINCIPAL TERMS OF THE LUFAX OFFERS

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.

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.

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.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

III.

BACKGROUND OF THE LUFAX GROUP AND THE OFFEROR GROUP

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.

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


				For the year ended 31 December						For the six months ended 30 June
	2021 (“FY2021”)			2022 (“FY2022”)			2023 (“FY2023”)			2023 (“1H2023”)			2024 (“1H2024”)
(RMB’000)
Technology platform-based income		38,294,317			29,218,432			15,325,826			9,086,070			4,551,892
Net interest income		14,174,231			18,981,376			12,348,357			6,715,547			5,560,940
Guarantee income		4,370,342			7,372,509			4,392,376			2,565,405			1,775,400
Other income		3,875,407			1,238,004			1,143,770			537,632			636,783
Investment income		1,151,753			1,305,625			1,050,453			445,007			415,657
Share of net loss of investments accounted for using the equity method		(31,143	)		(218	)		(5,416	)		(1,587	)		(691	)

Total income		61,834,907			58,115,728			34,255,366			19,348,074			12,939,981
Sales and marketing expenses		(17,993,072	)		(15,756,916	)		(9,867,488	)		(5,570,120	)		(2,889,635	)
Operation and servicing expenses		(6,557,595	)		(6,429,862	)		(6,118,635	)		(3,134,026	)		(2,654,672	)
Credit impairment losses		(6,643,727	)		(16,550,465	)		(12,697,308	)		(6,129,506	)		(5,421,572	)
Other expenses		(7,240,335	)		(6,365,214	)		(3,926,823	)		(2,086,464	)		(1,891,327	)

Total expenses		(38,434,729	)		(45,102,457	)		(32,610,254	)		(16,920,116	)		(12,857,206	)
Profit before income tax expenses		23,400,178			13,013,271			1,645,112			2,427,958			82,775
Income tax expenses		(6,691,118	)		(4,238,232	)		(610,626	)		(691,970	)		(1,642,727	)
Net profit/(loss)		16,709,060			8,775,039			1,034,486			1,735,988			(1,559,952	)

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

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.

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.

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


	As at 31 December						As at 30 June
	2021		2022		2023		2024
(RMB’000)
Cash at bank		34,743,188		43,882,127		39,598,785		37,113,898
Restricted cash		30,453,539		26,508,631		11,145,838		10,683,924
Financial assets at fair value through profit or loss		31,023,211		29,089,447		28,892,604		29,249,592
Financial assets at fair value through other comprehensive income		—		—		—		1,739,416
Financial assets at amortized cost		3,784,613		4,716,448		3,011,570		2,918,120
Financial assets purchased under reverse repurchase agreements		5,527,177		—		—		—
Accounts and other receivables and contract assets		22,344,773		15,758,135		7,293,671		5,410,456
Loans to customers		214,972,110		211,446,645		129,693,954		112,708,888
Deferred tax assets		4,873,370		4,990,352		5,572,042		5,476,280
Property and equipment		380,081		322,499		180,310		162,426
Investments accounted for using the equity method		459,496		39,271		2,609		—

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER


	As at 31 December									As at 30 June
	2021			2022			2023			2024
Intangible assets		899,406			885,056			874,919			1,016,210
Right-of-use assets		804,990			754,010			400,900			349,884
Goodwill		8,918,108			8,911,445			8,911,445			9,171,729
Other assets		1,249,424			1,958,741			1,444,362			929,279

Total assets		360,433,486			349,262,807			237,023,009			216,930,102
Payable to platform investors		2,747,891			1,569,367			985,761			781,083
Borrowings		25,927,417			36,915,513			38,823,284			41,002,213
Customer deposits		—			—			—			3,126,937
Bonds payable		—			2,143,348			—			—
Current income tax liabilities		8,222,684			1,987,443			782,096			447,523
Accounts and other payables and contract liabilities		8,814,255			12,198,654			6,977,118			15,188,201
Payable to investors of consolidated structured entities		195,446,140			177,147,726			83,264,738			61,693,369
Financing guarantee liabilities		2,697,109			5,763,369			4,185,532			3,507,405
Deferred tax liabilities		833,694			694,090			524,064			427,332
Lease liabilities		794,544			748,807			386,694			342,671
Convertible promissory notes payable		10,669,498			5,164,139			5,650,268			5,898,783
Optionally convertible promissory notes		7,405,103			8,142,908			—			—
Other liabilities		2,315,948			2,000,768			1,759,672			1,838,182

Total liabilities		265,874,283			254,476,132			143,339,227			134,253,699
Share capital		75			75			75			75
Share premium		33,365,786			32,073,874			32,142,233			22,306,417
Treasury shares		(5,560,104	)		(5,642,769	)		(5,642,768	)		(5,642,768	)
Other reserves		9,304,995			2,158,432			155,849			544,621
Retained earnings		55,942,943			64,600,234			65,487,099			63,824,564

Total equity attributable to owners of Lufax		93,053,695			93,189,846			92,142,488			81,032,909
Non-controlling interests		1,505,508			1,596,829			1,541,294			1,643,494

Total equity		94,559,203			94,786,675			93,683,782			82,676,403
Total liabilities and equity		360,433,486			349,262,807			237,023,009			216,930,102

Sources: Annual reports and interim results announcement of Lufax for the relevant years or period

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

As at 30 June 2024, total assets of the Lufax Group amounted to approximately RMB216,930 million, of which (i) loans to customers amounted to approximately RMB112,709 million; (ii) cash at bank amounted to approximately RMB37,114 million; and (iii) financial assets at fair value through profit or loss amounted to approximately RMB29,250 million, in aggregate, representing approximately 83% of the Lufax Group’s total assets.

As at 30 June 2024, total liabilities of the Lufax Group amounted to approximately RMB134,254 million, of which (i) payable to investors of consolidated structured entities amounted to approximately RMB61,693 million; and (ii) borrowings amounted to approximately RMB41,002 million, in aggregate, representing approximately 76% of the Lufax Group’s total liabilities.

As at 30 June 2024, the gearing ratio of the Lufax Group was approximately 57%, calculated as the aggregate of bank borrowings and convertible promissory notes payable divided by total equity, as compared to the gearing ratio of 47% as at 31 December 2023.

The above balances and ratios have not reflected the cash dividend payment for the Lufax Special Dividend, which amounted to approximately US$727 million (equivalent to approximately RMB5,185 million). This is calculated based on the number of Lufax Shares and Lufax ADSs elected for the cash dividend, multiplied by the dividend per Lufax Share of US$1.21, and was paid to holders of Lufax Shares on 30 July 2024 and to Lufax ADS Holders on 6 August 2024, respectively.

The macroeconomic environment and the outlook of the Lufax Group

According to a publication from the National Bureau of Statistics of China dated 15 July 2024 that summarises the national economic performance of the PRC for the first half of 2024, the Chinese economy is currently experiencing a period of recovery, yet it continues to face the challenge of insufficient demand, and the Consumer Price Index in the PRC for the first half 2024 experienced a marginal increase of only 0.1% year-on-year. This insufficiency of demand has led to a slowdown in the overall financial needs of the country, particularly in terms of securing new financing. The latest publication from the People’s Bank of China shows that Aggregate Financing to the Real Economy (Flow) (社會融資規模增量) is RMB18.1 trillion for the first half of 2024, which is RMB3.45 trillion or 16.0% lower than that for the same period in 2023. The amount of new RMB loans for the first half of 2024 amounted to RMB13.27 trillion, which is RMB2.46 trillion or 15.6% lower than that for the same period in 2023.

Consequently, new loans initiated by the Lufax Group were RMB93.3 billion in the first half of 2024, as compared to RMB110.5 billion in the same period of 2023, representing a decrease of 15.6%.

In response to these challenges, according to the disclosure in the press release titled “Lufax Reports Fourth Quarter and Full Year 2023 Financial Results”, the Lufax Group has prioritised asset quality over quantity and successfully completed five major de-risking and diversification initiatives, including four “mix” changes and one business model adjustment:

•

strategically adjusting Lufax’s segment and product mix by diversifying its product offerings to include both business and consumption loans, broadening its loan repayment options, and targeting customers with better risk profiles within the small business owner segment;

•

recognising significant disparities in credit and economic performance across regions, and optimising its geographic footprint and focusing on higher-quality, more resilient locations accordingly;

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

•

further streamlining and optimising Lufax’s direct sales team to increase productivity and reduce risk within Lufax’s direct sales channel;

•

assigning greater importance to consideration of each industry’s economic cycle stage within Lufax’s models when evaluating the industry mix; and

•

successfully completing the transition to its 100% guarantee model, reducing the negative impact of credit guarantee insurance (“CGI”) premiums. On a single account basis, new loans enabled under the 100% guarantee model are expected to realise lifetime profitability, but may record net accounting loss for the first calendar year due to higher upfront provisioning as compared with the loans under existing CGI model, according to the Lufax Group.

Under the 100% guarantee model, Lufax will guarantee all the new loans it enables, thereby allowing it to charge additional fees on these loans for its guarantee service. This transition eliminates the reliance on credit enhancement partners to provide such guarantees and alleviates the pressure of the increasing CGI premiums charged by these partners. The guarantee provided by Lufax is supported by its licensed guarantee subsidiary.

Based on the disclosures in the unaudited interim results for the six-month period ended 30 June 2024 of the Lufax Group, and in conjunction with the four “mix” changes, the Lufax Group anticipates the transition to a 100% guarantee model will make a positive impact to its take-rate, thereby enhancing its income and alleviating the pressure of increasing CGI premiums charged by third-party guarantors (take-rate is calculated by dividing the aggregate amount of loan enablement service fees, post-origination service fees, net interest income, guarantee income and the penalty fees and account management fees by the average outstanding balance of loans enabled for each period). This strategic change emphasises the Lufax Group’s focus on risk management and is expected to lead to a more consistent and stable revenue per loan initiated for the Lufax Group in the longer term. As a result of this change in strategy, since the fourth quarter of 2023, the Lufax Group (excluding the consumer finance subsidiary) has borne risk on 100% of its new loans enabled. For the second quarter of 2024, the Lufax Group’s take-rate based on loan balance increased to 9.3%.

In addition to the 100% guarantee model, as disclosed in Lufax’s inside information announcement regarding the unaudited financial results for the quarter ended 30 June 2024, dated 22 August 2024, Lufax continues to execute a “strong licence” strategy of obtaining and utilising additional licences to bolster its business. Lufax expects these licences will help reduce its funding cost, diversify its product offerings, and enhance capital management efficiency. To facilitate this strategy, Lufax secured a virtual bank licence and a nationwide small lending licence, with details as below:

(a)

Lufax acquired PAO Bank Limited (previously known as Ping An OneConnect Bank (Hong Kong) Limited) (“PAObank”) in April 2024. Authorised under the Hong Kong Banking Ordinance (Cap. 155 of the Laws of Hong Kong), PAObank is a licensed virtual bank in Hong Kong that commenced its operations in 2020. This strategic acquisition enables the Lufax Group to leverage on PAObank’s banking licence to offer a broader range of diversified banking services in the future; and

(b)

Lufax has recently commenced a small loan lending business by utilising its nationwide small lending licence and using its own financial resources, with a view to optimising further its business operations. Lufax believes that it has sufficient working capital to carry out the small loan lending business.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Despite the challenges to the continuing economic recovery in the PRC, the Lufax Group has taken business actions, as discussed above, to adapt to the changes and fluctuations in the market. However, given the complexity of the macroeconomic economic situation and considering that Lufax’s expansion through the PAObank and the small loan lending business is still in early stages, we hold a cautious view to the outlook of the Lufax Group, as it will still require time to fully assess the impact of these actions in response to the current challenges it faces. Therefore, we advise the Lufax Independent Board Committee not to rely solely on the analysis of the macroeconomic environment and the outlook for the Lufax Group presented in this section when forming their recommendation. Instead, we recommend referring to our comprehensive analysis that incorporates other factors as detailed in this letter, concluding in the section headed “VII. CONCLUSIONS AND RECOMMENDATION”.

Information of 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 21 March 1988, listed on the Shanghai Stock Exchange (stock code: 601318) and the Stock Exchange (stock code: 2318 (HKD counter) and 82318 (RMB counter)). The business of Ping An Group and its subsidiaries covers insurance, banking, investment, finance technology, medical technology and other sectors. Ping An Group indirectly wholly owns An Ke Technology and directly wholly owns Ping An Overseas Holdings, and thus is deemed to be interested in 56.81% of the total issued Lufax Shares by virtue of the SFO and one of the Lufax Controlling Shareholders as at the Latest Practicable Date.

An Ke Technology

An Ke Technology, an investment holding company incorporated in Hong Kong with limited liability, is directly wholly-owned by Ping An Financial Technology, and is interested in 34.10% of the total issued Lufax Shares as at the Latest Practicable Date.

Ping An Overseas Holdings

Ping An Overseas Holdings, an investment holding company incorporated in Hong Kong with limited liability, is directly wholly-owned by Ping An Group, and is interested in 22.72% of the total issued Lufax Shares as at the Latest Practicable Date.

Intention of the Offeror Group in respect of the Lufax Group

The Offeror Group has no intention to, and believes there is no reasonable likelihood to, privatise Lufax. Also, the Offeror Group intends to maintain the listing of the Lufax Shares on the Stock Exchange and the 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.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

IV.

BASIS OF OPINION AND FACTORS TAKEN INTO CONSIDERATION

The following are the principal factors which we have taken into account in assessing the fairness and reasonableness of the Lufax Offers, and in giving our advice to the Lufax Independent Board Committee:

Price of the Lufax Share

Comparison of value

The Share Offer Price, which is US$1.127 in cash (equivalent to approximately HK$8.803), represents:

(a)

a discount of approximately 4.21% to the closing price of HK$9.19 per Lufax Share as quoted on the Stock Exchange on the Latest Practicable Date;

(b)

a discount of approximately 40.92% to the closing price of HK$14.90 per Lufax Share as quoted on the Stock Exchange on the business day before the date of the Initial Announcement;

(c)

a discount of approximately 28.43% to the closing price of HK$12.30 per Lufax Share as quoted on the Stock Exchange on the date of the Joint Announcement;

(d)

a discount of approximately 11.97% to the average closing price of approximately HK$10.00 per Lufax Share as quoted on the Stock Exchange for the 5 consecutive trading days up to and including the date of the Joint Announcement;

(e)

a discount of approximately 6.95% to the average closing price of approximately HK$9.46 per Lufax Share as quoted on the Stock Exchange for the 10 consecutive trading days up to and including the date of the Joint Announcement;

(f)

a discount of approximately 24.44% to the average closing price of approximately HK$11.65 per Lufax Share as quoted on the Stock Exchange for the 30 consecutive trading days up to and including the date of the Joint Announcement;

(g)

a discount of approximately 40.52% to the average closing price of approximately HK$14.80 per Lufax Share as quoted on the Stock Exchange for the 60 consecutive trading days up to and including the date of the Joint Announcement;

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

(h)

a discount of approximately 38.05% to the average closing price of approximately HK$14.21 per Lufax Share as quoted on the Stock Exchange for the 90 consecutive trading days up to and including the date of the Joint Announcement;

(i)

a discount of approximately 32.75% to the average closing price of approximately HK$13.09 per Lufax Share as quoted on the Stock Exchange for the 120 consecutive trading days up to and including the date of the Joint Announcement;

(j)

a discount of approximately 35.84% to the average closing price of approximately HK$13.72 per Lufax Share as quoted on the Stock Exchange for the 180 consecutive trading days up to and including the date of the Joint Announcement;

(k)

a discount of approximately 84.89% to the audited consolidated net asset value attributable to the Lufax Shareholders per Lufax Share of approximately HK$58.25 as at 31 December 2023 calculated based on the Lufax Group’s audited consolidated total equity attributable to the owners of Lufax as at 31 December 2023 of RMB92,142 million (equivalent to approximately HK$100,959 million), divided by 1,733,286,764, being the number of the total issued Lufax Shares immediately after the allotment and issue of the new Lufax Shares as a result of the Lufax Special Dividend;

(l)

a discount of approximately 82.81% to the unaudited consolidated net asset value attributable to the Lufax Shareholders per Lufax Share of approximately HK$51.22 as at 30 June 2024 calculated based on the Lufax Group’s unaudited consolidated total equity attributable to the owners of Lufax as at 30 June 2024 of RMB81,033 million (equivalent to approximately HK$88,787 million), divided by 1,733,319,204, being the number of the total issued Lufax Shares as at the Latest Practicable Date;

(m)

a discount of approximately 83.99% to the audited consolidated net asset value attributable to the Lufax Shareholders per Lufax Share of approximately HK$54.97 as at 31 December 2023 calculated based on the Lufax Group’s audited consolidated total equity attributable to the owners of Lufax as at 31 December 2023 of RMB92,142 million (equivalent to approximately HK$100,959 million) and adjusted for the effect of cash dividend payment of approximately US$727 million under the Lufax Special Dividend (equivalent to approximately HK$5,682 million), divided by 1,733,286,764, being the number of the total issued Lufax Shares immediately after the allotment and issue of the new Lufax Shares as a result of the Lufax Special Dividend; and

(n)

a discount of approximately 81.64% to the unaudited consolidated net asset value attributable to the Lufax Shareholders per Lufax Share of approximately HK$47.95 as at 30 June 2024 calculated based on the Lufax Group’s unaudited consolidated total equity attributable to the owners of Lufax as at 30 June 2024 of RMB81,033 million (equivalent to approximately HK$88,787 million) and adjusted for the effect of cash dividend payment of approximately US$727 million under the Lufax Special Dividend (equivalent to approximately HK$5,682 million), divided by 1,733,319,204, being the number of the total issued Lufax Shares as at the Latest Practicable Date.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Price of the Lufax ADS

Comparison of value

The Share Offer Price for each Lufax ADS, which is US$2.254 in cash ( equivalent to approximately HK$17.606), represents:

(a)

a discount of approximately 2.00% to the closing price of US$2.30 per Lufax ADS as quoted on the NYSE on 23 September 2024 (New York time) (being 4:00 a.m. on the Latest Practicable Date (Hong Kong time));

(b)

a discount of approximately 33.11% to the closing price of US$3.37 per Lufax ADS as quoted on the NYSE on the business day before the date of the Initial Announcement;

(c)

a discount of approximately 23.59% to the closing price of US$2.95 per Lufax ADS as quoted on the NYSE on the date of the Joint Announcement;

(d)

a discount of approximately 12.64% to the average closing price of approximately US$2.58 per Lufax ADS as quoted on the NYSE for the 5 consecutive trading days up to and including the date of the Joint Announcement;

(e)

a discount of approximately 7.24% to the average closing price of approximately US$2.43 per Lufax ADS as quoted on the NYSE for the 10 consecutive trading days up to and including the date of the Joint Announcement;

(f)

a discount of approximately 23.59% to the average closing price of approximately US$2.95 per Lufax ADS as quoted on the NYSE for the 30 consecutive trading days up to and including the date of the Joint Announcement;

(g)

a discount of approximately 39.25% to the average closing price of approximately US$3.71 per Lufax ADS as quoted on the NYSE for the 60 consecutive trading days up to and including the date of the Joint Announcement;

(h)

a discount of approximately 38.08% to the average closing price of approximately US$3.64 per Lufax ADS as quoted on the NYSE for the 90 consecutive trading days up to and including the date of the Joint Announcement;

(i)

a discount of approximately 32.31% to the average closing price of approximately US$3.33 per Lufax ADS as quoted on the NYSE for the 120 consecutive trading days up to and including the date of the Joint Announcement; and

(j)

a discount of approximately 33.51% to the average closing price of approximately US$3.39 per Lufax ADS as quoted on the NYSE for the 180 consecutive trading days up to and including the date of the Joint Announcement.

As illustrated above, the Share Offer Price represent a discount to (i) the respective closing prices of the Lufax Shares and the Lufax ADSs on the date of the Joint Announcement; and (ii) the respective average closing prices of the Lufax Shares and the Lufax ADSs at different intervals.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Thus, considering that (i) as at the date of the Initial Announcement, the Offeror Group owned 474,905,000 Lufax Shares, representing approximately 41.40% of the total issued Lufax Shares as at the same date, thereby already having control (as defined in the Takeovers Code) of the Lufax Group; (ii) the Share Offer Price are equivalent to the reference prices under the Lufax Scrip Dividend Scheme which are derived from the average closing price of the Lufax ADSs traded on the NYSE from 4 June 2024 up to and including 10 June 2024, and represent discounts to the respective closing prices and average closing prices as discussed above; and (iii) the Offeror Group has no intention to, and believes there is no reasonable likelihood that it would be required to, privatise Lufax and intends to maintain the listing of the Lufax Shares on the Stock Exchange and the Lufax ADSs on the NYSE, it is important for the Independent Lufax Shareholders, the Lufax ADS Holders, the Lufax Optionholders and the Lufax PSU Holders, in the assessment of the Lufax Offers, to be aware that the prices being offered do not carry any premium that would normally be presented to induce holders to tender their securities, even though the mandatory general offer is triggered by the increase of the Offeror Group’s shareholding interest from approximately 41.40% to approximately 56.82% (immediately after the allotment and issue of new Lufax Shares as the Lufax Special Dividend), as a result of the election of scrip dividend under the Lufax Scrip Dividend Scheme.

Historical price performance of the Lufax Shares

In assessing the reasonableness of the Share Offer Price, we have considered the relative performance of the Lufax Shares from 14 April 2023, being the date that the Lufax Shares commenced trading on the Stock Exchange, up to the Latest Practicable Date (the “Lufax Share Review Period”), compared with the Share Offer Price for each Lufax Share under the Lufax Share Offers and the Hang Seng Index (the “HSI”), which we consider to represent a sufficient period of time to provide a general overview of the recent market performance of the Lufax Shares for the purpose of this analysis. The chart below illustrates the general trend and movement of the closing price of the Lufax Shares.

Chart 1 – Relative historical price performance of the Lufax Shares in the Lufax Share Review Period

LOGO

Sources: Bloomberg and the Stock Exchange

Note:

The closing prices of the HSI have been rebased with reference to the closing price on 14 April 2023, being the first day of trading of Lufax Shares for comparison.

Illustrated by Chart 1 above, during the Lufax Share Review Period, the highest and lowest closing prices of the Lufax Shares were HK$38.00 per share on 17 April 2023 and HK$8.04 on 5 June 2024, respectively. The average closing price of the Lufax Shares over the Lufax Share Review Period was approximately HK$16.48 per share.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

The closing price of the Lufax Shares peaked on 17 April 2023 after the initial public offering of the Lufax Shares on 14 April 2023. Afterwards, the closing price of the Lufax Shares was generally on a downward trend and dropped below the Share Offer Price for the first time during the Lufax Share Review Period on 22 January 2024 to HK$8.50 per share. The closing price of the Lufax Shares was on an uptrend from February 2024 onwards, before experiencing a substantial drop on 3 June 2024, being the ex-dividend date, and has recovered slightly afterwards up until the interim results announcement on 22 August 2024. Following the announcement of the interim results, the market trading price of the Lufax Shares declined. The closing prices of the Lufax Shares fluctuated around the Share Offer Price up to the Latest Practicable Date. As at the Latest Practicable Date, the closing price of the Lufax Shares was HK$9.19, which was approximately 4.4% higher than the Share Offer Price for the Lufax Shares set under the Lufax Share Offers.

Historical price performance of the Lufax ADSs

In assessing the reasonableness of the Share Offer Price for the Lufax ADSs under the Lufax Share Offers, we have considered the performance of the Lufax ADSs from 5 July 2022 (being two years prior to 2 July 2024, being the last trading day prior to the date of the Joint Announcement (the “Last Trading Day”)) up to 23 September 2024 (New York time) (being 4:00 a.m. on the Latest Practicable Date (Hong Kong time)) (the “Lufax ADS Review Period”), compared with the Share Offer Price for the Lufax ADSs and the Standard and Poor’s 500 (the “S&P 500”), which we consider represents a sufficient period of time to provide a general overview of the recent market performance of the Lufax ADSs for the purpose of this analysis. The chart below illustrates the general trend and movement of the closing price of the Lufax ADSs.

Chart 2 – Relative historical price performance of the Lufax ADSs in the Lufax ADS Review Period

LOGO

Sources: Bloomberg and the NYSE Notes:

1.	The closing prices of the S&P 500 have been rebased for comparison.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Prior to 15 December 2023, each two Lufax ADSs represented one Lufax Share. Effective on 15 December 2023, Lufax has adjusted the ratio so that one Lufax ADS now represents two Lufax Shares. Consequently, the historical closing prices of Lufax ADSs quoted on the NYSE before 15 December 2023 have been adjusted accordingly to reflect this change in ratio.

As illustrated by Chart 2 above, during the Lufax ADS Review Period, the highest and lowest closing prices of the Lufax ADSs were US$23.96 per ADS on 5 July 2022 and US$2.03 per ADS on 4 June 2024, respectively. The average closing price of the Lufax ADSs over the Lufax ADS Review Period was approximately US$6.62 per ADS.

The closing price of the Lufax ADSs has underperformed the S&P 500 during the Lufax ADS Review Period and has been on a downtrend generally with the peak of the closing price of the Lufax ADSs being on 5 July 2022, the first day of the Lufax ADS Review Period.

Despite the closing price of the Lufax ADSs underperforming the S&P 500 and having been on a general downtrend during the Lufax ADS Review Period, it has been higher than the Share Offer Price for the Lufax ADSs under the Lufax Share Offers for the majority of time during the Lufax ADS Review Period.

For the period after the interim results announcement of Lufax on 22 August 2024, the market trading price of the Lufax ADSs declined. The closing prices of the Lufax ADSs fluctuated around the Share Offer Price up to 23 September 2024 (New York time) (being 4:00 a.m. on the Latest Practicable Date (Hong Kong time)). As at 23 September 2024 (New York time), the closing price of the Lufax ADSs was US$2.30, which was approximately 2.0% higher than the Share Offer Price for the Lufax ADSs set under the Lufax Share Offers.

As illustrated in the sections headed “Comparison of value” and the analysis on historical price performance of the Lufax Shares and the Lufax ADSs above, it can be observed that:

•

the Share Offer Price represents a discount to (i) the respective closing prices of the Lufax Share and the Lufax ADS on the date of the Joint Announcement; and (ii) respective average closing prices of the Lufax Share and the Lufax ADS at different intervals;

•

the Share Offer Price for the Lufax Shares is lower than the closing prices of the Lufax Share for majority of the time during the Lufax Share Review Period, representing a discount of approximately 76.8% and 46.6% to the highest closing price of the Lufax Share of HK$38.00 and the average closing price of the Lufax Share of HK$16.48 during the Lufax Share Review Period, respectively, and has been lower than the closing prices of the Lufax Share since the date of the Joint Announcement and up to the date of the interim results announcement by the Lufax Group on 22 August 2024;

•

the Share Offer Price for the Lufax ADSs is lower than the closing prices of the Lufax ADS for majority of the time during the Lufax ADS Review Period, representing a discount of approximately 90.6% and 65.9% to the highest closing price of the Lufax ADS of US$23.96 and the average closing price of the Lufax ADS of US$6.62 during the Lufax ADS Review Period, respectively, and has been lower than the closing prices of the Lufax ADS since the date of the Joint Announcement and up to the date of the interim results announcement by the Lufax Group on 22 August 2024; and

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

•

following the announcement of the interim results, the market trading prices of both the Lufax Shares and the Lufax ADSs declined. The closing prices of the Lufax Shares and the Lufax ADSs fluctuated around the Share Offer Price up to the Latest Practicable Date. As at the Latest Practicable Date, the closing price of the Lufax Shares was HK$9.19, which was approximately 4.4% higher than the Share Offer Price for the Lufax Shares and as at 23 September 2024 (New York time) (being 4:00 a.m. on the Latest Practicable Date (Hong Kong time)), the closing price of the Lufax ADSs was US$2.30, which was approximately 2.0% higher than the Share Offer Price for the Lufax ADSs.

Trading liquidity of the Lufax Shares and the Lufax ADSs

We have also considered the trading liquidity of the Lufax Shares and the Lufax ADSs during the Lufax Share Review Period. The table below sets out (i) the average daily trading volumes of the Lufax Shares and the Lufax ADSs; (ii) the percentages of the average daily trading volume of the Lufax Shares and the Lufax ADSs to the total issued Lufax Shares, respectively; and (iii) the percentages of the average daily trading volume to the public float of Lufax during the Lufax Share Review Period:

Table 3 – Trading volume of the Lufax Shares and the Lufax ADSs during the Lufax Share Review Period


		Average daily trading volume of the Lufax Shares on the Stock Exchange		% of the average daily trading volume of the Lufax Shares to the total issued Lufax Shares (including the Lufax Shares underlying the Lufax ADSs)			Average daily trading volume of the Lufax Shares underlying the Lufax ADSs on the NYSE		% of the average daily trading volume of Lufax ADSs to the total issued Lufax Shares (including the Lufax Shares underlying the Lufax ADSs)			% of the Combined Average Daily Trading Volume to the total issued Lufax Shares (including the Lufax Shares underlying the Lufax ADSs)			% of the Combined Average Daily Trading Volume to the total issued Lufax Shares (including the Lufax Shares underlying the Lufax ADSs) held by the public
							(Note 1)		(Note 1)			(Note 2)			(Note 3)
2023	April (from 14 April 2023 onwards)		131,595		0.0115	%		4,069,553		0.3551	%		0.3666	%		1.0824	%
	May		22,369		0.0020	%		5,431,724		0.4739	%		0.4759	%		1.5902	%
	June		8,881		0.0008	%		4,496,104		0.3922	%		0.3930	%		1.3130	%
	July		6,920		0.0006	%		5,532,020		0.4826	%		0.4832	%		1.6143	%
	August		6,922		0.0006	%		4,289,555		0.3742	%		0.3748	%		1.2116	%
	September		7,432		0.0006	%		4,214,466		0.3677	%		0.3683	%		1.1905	%
	October		2,640		0.0002	%		6,980,077		0.6089	%		0.6092	%		1.9653	%
	November		6,745		0.0006	%		18,305,515		1.5969	%		1.5975	%		5.1538	%
	December		11,337		0.0010	%		17,174,487		1.4982	%		1.4992	%		4.8366	%
2024	January		18,423		0.0016	%		7,828,170		0.6829	%		0.6845	%		2.2082	%
	February		10,531		0.0009	%		9,517,462		0.8303	%		0.8312	%		2.6814	%
	March		182,730		0.0159	%		16,651,240		1.4523	%		1.4682	%		4.7342	%
	April		49,875		0.0043	%		6,050,673		0.5276	%		0.5320	%		1.7145	%
	May		142,393		0.0124	%		5,371,922		0.4683	%		0.4807	%		1.5486	%
	June		207,558		0.0181	%		11,479,308		1.0007	%		1.0188	%		3.2818	%
	July		259,100		0.0149	%		8,311,251		0.4795	%		0.4945	%		1.9820	%
	August		139,802		0.0081	%		4,137,755		0.2387	%		0.2468	%		0.9892	%
	September (up to the Latest Practicable Date for Lufax Shares and 23 September 2024 (New York time) (being 4:00 a.m. on the Latest Practicable Date (Hong Kong time)) for Lufax ADSs)		112,993		0.0065	%		4,649,637		0.2683	%		0.2748	%		1.1013	%
	Average		73,791		0.0056	%		8,027,273		0.6721	%		0.6777	%		2.2333	%

Source: Bloomberg Notes:

The amount represents the average daily trading volume of the Lufax ADSs on the NYSE, presented in the respective number of the underlying Lufax Shares. This presentation has considered the effect of the change in Lufax ADS to Lufax Shares ratio from 2 Lufax ADSs to 1 Lufax Share prior to 15 December 2023 to 1 Lufax ADS to 2 Lufax Shares effective from 15 December 2023.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

The calculation is based on the sum of the average daily trading volume of the Lufax ADSs illustrated in the table above and the average daily trading volume of the Lufax Shares on the Stock Exchange (the “Combined Average Daily Trading Volume”) divided by the total issued Lufax Shares (including the Lufax Shares underlying Lufax ADSs) as at the end of the corresponding month or the Latest Practicable Date.

The calculation is based on the Combined Average Daily Trading Volume divided by the total issued Lufax Shares (including the Lufax Shares underlying the Lufax ADSs) held by the public as at the end of the corresponding month or the Latest Practicable Date, based on the information provided by Lufax.

As shown in the table above, the Combined Average Daily Trading Volume ranged from approximately 0.2468% to 1.5975% of the total issued Lufax Shares (including the Lufax Shares underlying the Lufax ADSs) during the Lufax Share Review Period. The Combined Average Daily Trading Volume ranged from approximately 0.9892% to 5.1538% of the total issued Lufax Shares (including the Lufax Shares underlying the Lufax ADSs) held by the public for the months during the Lufax Share Review Period.

The Combined Average Daily Trading Volume as a percentage of the total issued Lufax Shares (including the Lufax Shares underlying the Lufax ADSs) and the public float were on average 0.6777% and 2.2333%, respectively, during the Lufax Share Review Period. Notably, the Combined Average Daily Trading Volume as a percentage of the total issued Lufax Shares (including the Lufax Shares underlying the Lufax ADSs) held by the public for the months of November 2023 and December 2023 were approximately 5.1538% and 4.8366%, respectively, which are both higher than the corresponding percentages for the months after the commencement of the Offer Period in March 2024.

The Combined Average Daily Trading Volume is primarily contributed by the trading volume of Lufax ADSs on the NYSE. In contrast, trading of Lufax Shares on the Stock Exchange has been generally thin during the Lufax Share Review Period. However, this does not necessarily suggest that realising a substantial number of Lufax Shares could be more difficult than realising the Lufax ADSs from a trading liquidity perspective, as both the Lufax Shares and the Lufax ADSs are convertible to each other, following procedures outlined in the section titled “LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT” in the listing document of Lufax dated 11 April 2023. Nevertheless, the conversion is subject to requirements from Citibank, N.A., the depository of Lufax ADSs, and the cost of conversion will be borne by the holder requesting the conversion. According to the same section of the listing document, this includes a fee charged by the Hong Kong share registrar of Lufax, between HK$2.50 to HK$20, depending on the speed of service, for each transfer of Lufax Shares from one registered owner to another, each Lufax Share certificate cancelled or issued by it, and any applicable fee as stated in the share transfer forms used in Hong Kong, and US$0.05 per Lufax ADS for each issuance and cancellation of Lufax ADSs, in connection with the deposit of Lufax Shares into, or withdrawal of Lufax Shares from, the program of Lufax ADSs.

Comparable Companies

The Lufax Group is a technology-focused financial services enabler for small business owners in the PRC which operates through an offline-to-online model. Leveraging its technology platform, the Lufax Group offers financing products designed principally to address the needs of small business owners who often own and operate multiple small and micro businesses. In doing so, the Lufax Group has established relationships with 85 financial institutions in the PRC as funding partners as at the Latest Practicable Date. The Lufax Group is also engaged in consumer finance business through its licensed consumer finance subsidiary.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Accordingly, in assessing the fairness and reasonableness of the Share Offer Price, we attempted to search for an exhaustive list of comparable companies engaging in businesses largely similar to the Lufax Group, being technology-powered non-traditional financial services providers engaging in the small and micro business loan market in the PRC that are listed in Hong Kong and/or the United States.

However, we noticed that Lufax competes primarily with non-traditional financial service providers in the relatively concentrated small and micro business loan market in the PRC, namely MYbank, WeBank, Du Xiaoman Financial, JD Technology (as described in the “Industry Overview” section in Lufax’s listing document dated 11 April 2023 which made reference to the market research report prepared by China Insights Industry Consultancy Limited, a market research and consultancy company) which share similar business models to Lufax. Save for the Lufax Group, all other four comparable companies are separate arms of their parent companies, being Alibaba, Tencent, Baidu and JD.com respectively, and are not individually listed, making them unsuitable to be treated as peer companies for the purpose of this analysis. Their parent companies also do not serve as meaningful comparable companies as they are not primarily engaged in similar businesses to Lufax.

Therefore, we expanded our selection to include Hong Kong and/or the United States-listed technology-powered peer companies that focus on the enablement of loans via online platforms, which predominantly align with the business of Lufax. The search results were further refined to only include companies that (i) principally generated revenues from the online small and micro businesses or consumer finance industry or the provision of fintech solutions for individuals and businesses to access financing online; (ii) generated over 80% of their revenues from the PRC in their respective latest financial years or stated explicitly in their latest annual reports that substantially all of their revenues are derived from the PRC; and (iii) have a market capitalisation similar to that of Lufax. However, even after expanding the range to include companies with market capitalisation within 50% above or below that of Lufax as of the Last Trading Day, only two comparable companies, namely Qifu Technology, Inc and FinVolution Group, met criteria (i) and (ii) while falling within the abovementioned size range.

Thus, in order to provide a larger sample size for a meaningful comparison analysis, the market capitalisation criterion was expanded to include comparable companies with market capitalisation of above HK$2 billion or the equivalent amount as quoted on the respective exchange on the Last Trading Day.

We regard such approach as having reference value and providing a basis to assess the Share Offer Price. We would also anticipate that listed companies in this sector serving similar customers in similar market to be valued on a broadly similar basis.

Based on the aforementioned selection criteria, we have identified an exhaustive list of six companies (the “Comparable Companies”).

We have also considered the fact that not all the Comparable Companies are loan enablers substantially focusing on small and micro business loans. However, our analysis here is meant to represent an exhaustive list of comparable companies based on the criteria discussed above. Accordingly, we are of the view that, on balance, the Comparable Companies represent a fair sample for comparison purposes, and provide useful comparable reference value for the purpose of assessing the Share Offer Price.

In assessing the fairness and reasonableness of the Share Offer Price, we have considered the price-to-book ratios (“P/B Ratio”) and price-to-earnings ratios (“P/E Ratio”) of the Comparable Companies, which are the two most commonly adopted valuation benchmarks in comparing the valuation of a company’s shares. Given that (i) P/B Ratio analysis is a commonly used approach for the valuation of financial services companies which are reliant on their balance sheets in determining their earnings power, and (ii) Lufax’s profitability has been deteriorating and has turned loss making for the six months ended 30 June 2024 based on the unaudited figures disclosed by the Lufax Group, P/B Ratio has been adopted as our primary benchmark and the P/E Ratio is deemed inappropriate for the purpose of this analysis.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Table 4 – P/B Ratios of the Comparable Companies

Stock Code

Company description

As at the
Last Trading Day

As at the
Latest Practicable Date
for Hong Kong-listed
companies and
23 September 2024
(New York time)
(being 4:00 a.m. on the
Latest Practicable Date
(Hong Kong time)) for
United States-listed
companies

Company

Market
capitalisation

P/B ratio

Market
capitalisation

P/B ratio

(HK$ million)

(Note 1)

(times)

(Note 2)

(HK$ million)

(Note 1)

(times)

(Note 3)

Qifu Technology, Inc

3660.HK/

QFIN.US

Provides suite of technology services to assist financial institutions and consumers and SMEs in the loan lifecycle, ranging from borrower acquisition, preliminary credit assessment, fund matching, and post-facilitation services.

24,960

1.03x

31,949

1.29x

FinVolution Group

FINV.US

Develops online consumer finance platform. It offers credit risk assessment, fraud detection, big data, automated loan transaction, and artificial intelligence solutions. It serves clients in the PRC and overseas.

9,824

0.66x

11,082

0.72x

Linklogis Inc

9959.HK

Operates as a technology solution provider. It develops cloud native solutions and supply chain finance technology solutions which optimise the payment cycle of supply chain transactions and digitalise the entire workflow of supply chain finance. It provides its services throughout Hong Kong.

4,410

0.44x

2,993

0.32x

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Stock Code

Company description

As at the
Last Trading Day

Company

Market
capitalisation

P/B ratio

Market
capitalisation

P/B ratio

(HK$ million)

(Note 1)

(times)

(Note 2)

(HK$ million)

(Note 1)

(times)

(Note 3)

Yixin Group Ltd

2858.HK

Offers an online automobile finance transaction platform. It provides loan facilitation, car rental, and other services. It operates in the PRC.

4,241

0.25x

4,763

0.27x

Jiayin Group Inc

JFIN.US

Operates an online finance marketplace. It focuses on facilitating mid-to long-term consumer loans. It serves technology and finance sectors in the PRC.

2,610

0.95x

2,328

0.77x

LexinFintech Holdings Ltd.

LX.US

Provides online consumer finance services. It offers installments, money loans, wealth management, and other financial services. It serves customers in the PRC.

2,093

0.19x

2,145

0.19x

Comparable Companies:

Average

0.59x

0.60x

Median

0.55x

0.52x

Maximum

1.03x

1.29x

Minimum

0.19x

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Stock Code

Company description

As at the
Last Trading Day

Company

Market
capitalisation

P/B ratio

Market
capitalisation

P/B ratio

(HK$ million)

(Note 1)

(times)

(Note 2)

(HK$ million)

(Note 1)

(times)

(Note 3)

Lufax

6623.HK/

LU.US

Implied by the Share Offer Price and NAV per share after adjusting for the effect of cash dividend payment of the Lufax Special Dividend and the completion of allotment and issue of the new Lufax Shares

15,259

(Note 4

)

0.16x

15,259

(Note 5

)

0.18x

Based on the price per Lufax Share on the Stock Exchange and NAV per share after adjusting for the effect of cash dividend payment of the Lufax Special Dividend and the completion of allotment and issue of the new Lufax Shares

16,882

(Note 6

)

0.18x

15,929

(Note 7

)

0.19x

Sources: Bloomberg, annual, first and second quarter results of the Comparable Companies, first quarter and interim results announcements of Lufax

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Notes:

1.	The conversions of market capitalisations in US$ of the Comparable Companies listed in the United States into HK$ are based on the exchange rate of US$1 = HK$7.8113, being the same rate adopted for the preparation of the Composite Document.

2.	P/B Ratios of the Comparable Companies are calculated by way of dividing the market capitalisation by the latest published total equity attributable to shareholders of the relevant companies as of the Last Trading Day.

P/B Ratios of the Comparable Companies are calculated by way of dividing the market capitalisation as of the Latest Practicable Date for Hong Kong-listed companies and 23 September 2024 (New York time) (being 4:00 a.m. on the Latest Practicable Date (Hong Kong time)) for United States-listed companies by the latest published total equity attributable to shareholders of the relevant companies as of the Latest Practicable Date.

Based on (i) the Share Offer Price for each Lufax Share of US$1.127 (equivalent to approximately HK$8.803) and (ii) the equity attributable to equity holders of Lufax as at 31 March 2024 per Lufax Share, being approximately HK$87.153, which has been further adjusted to approximately HK$54.401 to reflect the effect of cash dividend payment of the Lufax Special Dividend and the completion of allotment and issue of the new Lufax Shares.

Based on (i) the Share Offer Price for each Lufax Share of US$1.127 (equivalent to approximately HK$8.803) and (ii) the equity attributable to equity holders of Lufax as at 30 June 2024 per Lufax Share, being approximately HK$51.223, which has been further adjusted to approximately HK$47.946 to reflect the effect of cash dividend payment of the Lufax Special Dividend.

Based on (i) the price of Lufax Share on the Stock Exchange as at the Last Trading Day of HK$9.74, and (ii) the equity attributable to equity holders of Lufax as at 31 March 2024 per Lufax Share, being approximately HK$87.153, which has been further adjusted to approximately HK$54.401 to reflect the effect of cash dividend payment of the Lufax Special Dividend and the completion of allotment and issue of the new Lufax Shares.

Based on (i) the price of Lufax Share on the Stock Exchange as at the Latest Practicable Date of HK$9.19, and (ii) the equity attributable to equity holders of Lufax as at 30 June 2024 per Lufax Share, being approximately HK$51.223, which has been further adjusted to approximately HK$47.946 to reflect the effect of cash dividend payment of the Lufax Special Dividend.

As seen from the table above,

(1)

the P/B Ratio as at the Last Trading Day implied by (i) the Share Offer Price for each Lufax Share of US$1.127 (equivalent to approximately HK$8.803) and (ii) the equity attributable to equity holders of Lufax as at 31 March 2024 per Lufax Share, being approximately HK$87.153, which has been further adjusted to approximately HK$54.401 to reflect the effect of cash dividend payment of the Lufax Special Dividend and the completion of allotment and issue of the new Lufax Shares is approximately 0.16 times; and

(2)

the P/B Ratio as at the Last Practicable Date implied by (i) the Share Offer Price for each Lufax Share of US$1.127 (equivalent to approximately HK$8.803) and (ii) the equity attributable to equity holders of Lufax as at 30 June 2024 per Lufax Share, being approximately HK$51.223, which has been further adjusted to approximately HK$47.946 to reflect the effect of cash dividend payment of the Lufax Special Dividend is approximately 0.18 times;

which are lower than:

(a)

the low end of the range of those of the Comparable Companies;

(b)

the P/B Ratio as at the Last Trading Day based on (i) the price of Lufax Share on the Stock Exchange as at the Last Trading Day, and (ii) the equity attributable to equity holders of Lufax as at 31 March 2024 per Lufax Share, being approximately HK$87.153, which has been further adjusted to approximately HK$54.401 to reflect the effect of cash dividend payment of the Lufax Special Dividend and the completion of allotment and issue of the new Lufax Shares of approximately 0.18 times; and

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

(c)

the P/B Ratio as at the Last Practicable Date based on (i) the price of Lufax Share on the Stock Exchange as at the Latest Practicable Date, and (ii) the equity attributable to equity holders of Lufax as at 30 June 2024 per Lufax Share, being approximately HK$51.223, which has been further adjusted to approximately HK$47.946 to reflect the effect of cash dividend payment of the Lufax Special Dividend of approximately 0.19 times.

This suggests that the Share Offer Price is not attractive.

V.	THE LUFAX OPTION OFFER

We noted that the cancellation prices under the Lufax Option Offer were calculated in compliance with Rule 13 of the Takeovers Code and Practice Note 6 to the Takeovers Code and represent the “see-through” price, which is the difference between the Share Offer Price and the respective exercise prices for the Lufax Options.

As at the Latest Practicable Date, Lufax had 11,472,990 outstanding Lufax Options comprising (i) 135,092 Lufax Options with an exercise price of RMB8.00; (ii) 2,939,386 Lufax Options with an exercise price of RMB50.00; (iii) 6,248,894 Lufax Options with an exercise price of RMB98.06; and (iv) 2,149,618 Lufax Options with an exercise price of RMB118.00.

Since the Share Offer Price of US$1.127 for each Lufax Share (equivalent to approximately HK$8.803) is higher than the exercise price of RMB8.00 for the 135,092 outstanding Lufax Options, a “see-through” price of RMB0.0345 is to be offered for each of the Lufax Option with an exercise price of RMB8.00. Given that the exercise prices of the remaining outstanding Lufax Options of RMB50.00 to RMB118.00 are significantly higher than the Share Offer Price, and are thus, deeply out of the money, the cancellation prices under the Lufax Option Offer for each of these out-of-the-money Lufax Options were set at a nominal amount of HK$0.00001.

The Lufax Share Offers will be extended to any Lufax Shares that may be issued as a result of the exercise of the Lufax Options if such Lufax Shares are issued on or before the date which the Lufax Share Offers is closed. The Lufax Option Offer will be extended to all unexercised Lufax Options on the date on which the Lufax Option Offer is made, being the date of despatch of the Composite Document.

Based on our view that the Share Offer Price are not fair and not reasonable, as detailed in the section headed “VII. Conclusions and Recommendation” below, we are of the view that the cancellation prices under the Lufax Option Offer are also not fair and not reasonable so far as the Lufax Optionholders are concerned. This is because the cancellation prices under the Lufax Option Offer represent the “see-through” prices based on the Share Offer Price, which we consider to be not fair and not reasonable for the reasons discussed in the previous section of this letter.

We further observed that the cancellation prices for the Lufax Options that are out of the money are at a nominal amount of HK$0.00001, as applying the “see-through” price would result in the cancellation prices for such Lufax Options being negative. The nominal amount, although in compliance with the Takeovers Code, does not account for the time value of such Lufax Options. The time value represents the probability that the option will increase in price before its expiration date. Some of the factors influencing the time value include the volatility of the underlying asset and the time remaining until the option’s expiration.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Thus, our view is further reinforced when considering a Lufax Option that is out of the money. If the market trading price of Lufax Shares moves favourably in the long run, not accepting the Lufax Option Offer would allow the holder to capture potential gains should the market trading price increase above its exercise price. Conversely, if the market trading price of Lufax Shares moves unfavourably, the holder’s position will not worsen, as their loss will be limited to the nominal amount of HK$0.00001 per Lufax Option, representing the opportunity cost for not accepting the Lufax Option Offer.

We wish to highlight that, as disclosed in the Joint Announcement, the Offeror Group has no intention to privatise Lufax, believes there is no reasonable likelihood of such action, and intends to maintain the listing of the Lufax Shares on the Stock Exchange and the Lufax ADSs on the NYSE. Consequently, the Lufax Options which are not tendered under the Lufax Option Offer will not lapse upon the close of the Lufax Option Offer. Thus, the Lufax Optionholders will still have time to monitor the market trading price of the Lufax Shares when deciding when and whether to exercise the Lufax Options instead of accepting the Lufax Option Offer for a nominal amount.

VI.

THE LUFAX PSU ARRANGEMENT

We note that, as 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, the cancellation prices under the Lufax PSU Arrangement were calculated in compliance with Rule 13 of the Takeovers Code and Practice Note 6 to the Takeovers Code and represent the “see-through” price. As at the Latest Practicable Date, Lufax had 1,405,644 Unvested Lufax PSUs, comprising (i) 221,594 Unlocked Lufax PSUs; and (ii) 1,184,050 Locked Lufax PSUs.

Based on our view that the Share Offer Price are not fair and not reasonable, as detailed in the section headed “VII. Conclusions and Recommendation” below, we are of the view that the cancellation prices under the Lufax PSU Arrangement are also not fair and not reasonable so far as the Lufax PSU Holders are concerned. This is because the cancellation prices under the Lufax PSU Arrangement represent the “see-through” prices based on the Share Offer Price, which we consider to be not fair and not reasonable for the reasons discussed in the previous section of this letter.

Nevertheless, as disclosed in the “Letter from the Lufax Board” of this Composite Document, the Locked Lufax PSUs tendered under the Lufax PSU Arrangement shall continue to unlock in accordance with, and subject to, the existing schedule and conditions of grant under the Lufax 2019 Performance Share Unit Plan. As specified in Lufax’s listing document dated 11 April 2023, the Lufax PSUs granted under Lufax 2019 Performance Share Unit Plan shall become unlocked (i) over a period of four years, and the maximum number of performance share units to be unlocked in each year shall be 25% of the total performance share units granted in each batch, and (ii) subject to performance targets (i.e. the performance of the grantee in the most recent appraisal and the ranking of the performance of the grantee) attached to each grant.

Although the unlocking conditions of the Locked Lufax PSUs remain unchanged should the holders accept the Lufax PSU Arrangement, this acceptance effectively locks the value of their units at the cancellation price specified in the Lufax PSU Arrangement, which is US$1.127. This could help the holders reduce their exposure to downside risk. For instance, if the market trading price of Lufax Shares fluctuates to below US$1.127 (equivalent to approximately HK$8.803) upon unlocking, holders of Locked Lufax PSUs could find themselves in a better financial position if they had accepted the arrangement.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

Thus, despite our recommendation that the cancellation prices under the Lufax PSU Arrangement are not fair and not reasonable, for holders of Locked Lufax PSUs, we have also considered the below factors:

(i)

the maximum period for unlocking could be four years, during which there might be uncertainties regarding the market price fluctuation of the underlying Lufax Shares or Lufax ADSs;

(ii)

holders may not be able to freely realise their investment in the market until the unlocking conditions are fulfilled. Consequently, this restricts their ability to make timely investment decisions in response to market price fluctuations; and

(iii)

different holders have different risk appetites and profiles.

Given these considerations, we advise the Lufax Independent Board Committee to clearly communicate to the holders of the Locked Lufax PSUs, particularly those averse to risk, a critical consideration: accepting the Lufax PSU Arrangement locks the value of the PSU at the cancellation price of US$1.127. Although this price is considered to be not fair and not reasonable, it could shield the value of PSU from any future price volatility of the underlying Lufax Shares throughout the unlocking period. However, it is important to note that this acceptance also means forfeiting any potential gains should the market trading price of Lufax Shares either remain at its current level or increase to above the cancellation price during the unlocking period.

VII.

CONCLUSIONS AND RECOMMENDATION

In making our recommendation, we have considered the foregoing and, in particular, the following principal reasons:

(i)

the Share Offer Price for each Lufax Share is lower than the closing prices of the Lufax Share for majority of the time during the Lufax Share Review Period, and represents a discount of approximately 76.8% and 46.6% to the highest closing price of the Lufax Share of HK$38.00 and the average closing price of the Lufax Share of HK$16.48 during the Lufax Share Review Period, respectively;

(ii)

the Share Offer Price for each Lufax ADS is lower than the closing prices of the Lufax ADS for majority of the time during the Lufax ADS Review Period, and represents a discount of approximately 90.6% and 65.9% to the highest closing price of the Lufax ADS of US$23.96 and the average closing price of the Lufax ADS of US$6.62 during the Lufax ADS Review Period, respectively;

(iii)

the market trading prices of the Lufax Shares and the Lufax ADSs have been above the Share Offer Price for the Lufax Shares and the Lufax ADSs for majority of the time following the Joint Announcement and up to the date of the interim results announcement by the Lufax Group on 22 August 2024. Following the announcement of the interim results, the market trading prices of both the Lufax Shares and the Lufax ADSs declined and the closing prices of the Lufax Shares and the Lufax ADSs fluctuated around the Share Offer Price up to the Latest Practicable Date. As at the Latest Practicable Date, the closing price of the Lufax Shares was HK$9.19, which was approximately 4.4% higher than the Share Offer Price for the Lufax Shares; and as at 23 September 2024 (New York time) (being 4:00 a.m. on the Latest Practicable Date (Hong Kong time)), the closing price of the Lufax ADSs was US$2.30, which was approximately 2.0% higher than the Share Offer Price for the Lufax ADSs;

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

(iv)

the trading of the Lufax ADSs has been relatively liquid during the Lufax ADS Review Period which may facilitate the process for the Lufax ADS Holders who wish to sell all or part of their investment without the need to depend on the high liquidity available during the Offer Period for large volume transactions. Additionally, Lufax Shares can be converted to Lufax ADSs to achieve the same purpose, although this may incur additional costs;

(v)

Lufax Group’s relatively low implied P/B Ratio based on the Share Offer Price as compared to the P/B Ratios of the Comparable Companies; and

(vi)

Lufax has introduced strategies and plans to adapt to the changes and fluctuations in the economy. However, given the complexity of the macroeconomic situation, it will still require time to assess whether the Lufax Group is able to navigate the current difficulties of the economic landscape in the PRC.

As discussed in section headed “II. PRINCIPAL TERMS OF THE LUFAX OFFERS”, the Share Offer Price of US$1.127 (equivalent to approximately HK$8.803) per Lufax Share and US$2.254 per Lufax ADS (equivalent to approximately HK$17.606) are equal to the reference prices per Lufax Share and per Lufax ADS, respectively under the Lufax Scrip Dividend Scheme.

Pursuant to Rule 26.3 of the Takeovers Code, offers made under Rule 26 must be in cash or be accompanied by a cash alternative at no less than the highest price paid by the offeror or any person acting in concert with it for shares of that class of the offeree company during the offer period and within six months prior to its commencement. As discussed in the section headed “3. ARRANGEMENTS AND DEALING IN LUFAX SECURITIES” under Appendix III to the Composite Document, save for the election for scrip dividend by An Ke Technology and Ping An Overseas Holdings under the Lufax Scrip Dividend Scheme, the Offeror Group, Tun Kung and their respective parties acting in concert have not dealt in the Lufax Shares or other securities of Lufax during the six-month period immediately prior to and up to and including the Latest Practicable Date. Additionally, the mandatory general offer obligation of the Offeror Group, being the triggering event of the Lufax Offers, arises only from the election of scrip dividend by the Joint Offerors under the Lufax Scrip Dividend Scheme, of which the scrip dividend they obtained are in lieu of cash dividend declared and distributed by Lufax. Consequently, the Offeror Group, in compliance with the relevant requirements of the Takeovers Code, make the Lufax Offers with offer prices to be equivalent to and no less than the reference prices for the allotment of new Lufax Share and Lufax ADS, respectively, under the Lufax Scrip Dividend Scheme, as an alternative to the cash dividend under the Lufax Special Dividend.

Despite the Offeror Group’s compliance with the Takeovers Code, we are of the view that the Share Offer Price is not attractive given the considerations set out in items (i), (ii) and (iv) to (vi) mentioned above, rendering the Lufax Share Offers to be not fair and not reasonable so far as the Independent Lufax Shareholders and the Lufax ADS Holders are concerned, and advise the Lufax Independent Board Committee to recommend the Independent Lufax Shareholders and the Lufax ADS Holders NOT to accept the Lufax Share Offers.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

For the Lufax Option Offer, we are of the view that the cancellation prices under the Lufax Option Offer are also not fair and not reasonable so far as the Lufax Optionholders are concerned based on reasons set out in the section headed “V. The Lufax Option Offer” in this letter, and consequently advise the Lufax Independent Board Committee to recommend the Lufax Optionholders NOT to accept the Lufax Option Offer.

For the Lufax PSU Arrangement, we are of the view that the cancellation prices under the Lufax PSU Arrangement are also not fair and not reasonable so far as the Lufax PSU Holders are concerned based on reasons set out in the section headed “VI. The Lufax PSU Arrangement” in this letter, and consequently advise the Lufax Independent Board Committee to recommend the Lufax PSU Holders NOT to accept the Lufax PSU Arrangement.

In addition, as discussed in item (iii) above, the closing prices of the Lufax Shares and the Lufax ADSs fluctuated around the Share Offer Price up to the Latest Practicable Date. Thus, notwithstanding our recommendation that the Share Offer Price and cancellation prices are not fair and not reasonable, holders of securities subject to Lufax Offers, who are less optimistic about the outlook and future prospects of the Lufax Group and may wish to realise their investment, may consider the following ways to do so:

•

for Lufax Shareholders and Lufax ADS Holders, they may consider closely monitoring market price movements and selling their Lufax Shares or Lufax ADSs in the open market should such sale proceeds, net of all transaction costs, exceed the amount receivable under the Lufax Share Offers. However, if the market price falls below the Share Offer Price toward the end of the Offer Period, they may then consider tendering all or part of their holdings to the Lufax Share Offers, should they still wish to realise their investment;

•

for Lufax Optionholders with their Lufax Options in the money and holders of the Unlocked Lufax PSUs, they may consider closely monitoring market price movements and evaluate whether the exercise of the Lufax Options or conversion of the Unlocked Lufax PSUs into Lufax Shares or Lufax ADSs, followed by selling those Lufax Shares or Lufax ADSs in the open market, would yield sale proceeds, net of all transaction costs and exercise price of the Lufax Options, exceeding the amount receivable under the Lufax Option Offer or the Lufax PSU Arrangement. However, if the market price falls below the Share Offer Price toward the end of the Offer Period, they may then consider tendering all or part of their holdings to the Lufax Option Offer or the Lufax PSU Arrangement, should they wish to realise their investment; and

•

for holders of the Locked Lufax PSUs, as they may not be able to freely realise their investment in the market until the unlocking conditions are fulfilled, their intention to realise all or part of their investment may be more effectively achieved through accepting the Lufax PSU Arrangement, however the unlocking conditions of the Locked Lufax PSUs remain unchanged.

This acceptance effectively locks the value of their units at the cancellation price specified in the Lufax PSU Arrangement, which is US$1.127. As discussed in the section headed “VI. The Lufax PSU Arrangement” in this letter, although this price is considered to be not fair and not reasonable, it could shield the value of Lufax PSUs from any future price volatility of the underlying Lufax Shares throughout the unlocking period. However, it is important to note that this acceptance also means forfeiting any potential gains should the market trading price of Lufax Shares either remain at its current level as at the Latest Practicable Date or further increase upon the completion of unlocking of the Locked Lufax PSUs.

LETTER FROM THE LUFAX INDEPENDENT FINANCIAL ADVISER

As different holders of Lufax Shares, Lufax ADSs, Lufax Options, and Lufax PSUs would have varying investment criteria, objectives, and risk appetites and profiles, we recommend that the Lufax Independent Board Committee remind Lufax Shareholders, Lufax ADS Holders, Lufax Optionholders and Lufax PSU Holders, who may require advice in relation to any aspect of the Composite Document or concerning the action to be taken, to consult with a licensed securities dealer, bank manager, solicitor, professional accountant, tax adviser, or other professional adviser.

Yours faithfully,

For and on behalf of

Anglo Chinese Corporate Finance, Limited


Stephen Clark		Alex Wang
Managing Director		Assistant Director

Mr. Stephen Clark is a licensed person registered with the Securities and Futures Commission and as a responsible officer of Anglo Chinese Corporate Finance, Limited to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO. He has over 35 years of experience in corporate finance.

2.	Mr. Alex Wang is a licensed person registered with the Securities and Futures Commission to carry out Type 6 (advising on corporate finance) regulated activity under the SFO. He has over 5 years of experience in corporate finance.

THE NON-US 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. While this Offer satisfies this requirement with respect to US Shareholders and ADSs Holders, the Joint Offerors are making the Non-US Offer as a separate, concurrent offer that is open to all Shareholders, all holders of outstanding Options, and all holders of outstanding PSUs.

Eligible Participants

All holders of outstanding Ordinary Shares, Options, and PSUs may participate in the Non-US Offer. Holders of vested Options may exercise them and participate as Shareholders, and holders of any PSUs that settle prior to the expiration of the Offer may participate as Shareholders.

While the Non-US Offer is not directed to US Shareholders, it is not possible pursuant to the Takeovers Code to exclude US Shareholders from the Non-US Offer. US Shareholders who attempt to participate in the Non-US Offer are cautioned that the Non-US Offer complies with the Takeovers Code and customary Hong Kong law and practice and differs in several material respects from applicable US law and the protections of this Offer.

Expiration

The Non-US Offer, which commenced at the same time as this Offer, will also expire at the same time as this Offer. Expressed in local time in Hong Kong, the offer expires at 4:00 p.m. on October 28, 2024. While the Takeovers Code allows extension of the Non-US Offer in certain situations, the Joint Offerors do not anticipate the need to extend the Non-US Offer and, in the unlikely event it does so, would cause the expiration to remain the same as in this Offer.

The Offer Prices

For Ordinary Shares, the offer price in the Non-US Offer is US$1.127 per share sold by a tendering holder to the Joint Offerors. This is the same price per share as provided in this Offer.

As to Options and PSUs, the price offered to holders would be paid not to purchase their securities, but to cancel the Options and PSUs. For Options, the price offered to holders to cancel their Options depends on whether or not the Option is “in the money” with an exercise price below US$1.127 per share (in equivalent local currency). There are “in the money” Options to purchase 135,092 shares at an exercise price per share RMB8.0, which are being offered a cancellation payment of RMB0.0345 per underlying share cancelled. All other outstanding Options are “out of the money” with exercise prices above the US$1.127 per share offer price, so holders of these Options are being offered a nominal price of HK$0.00001 per underlying share cancelled. As of September 24, 2024, the “out of the money” Options consisted of Options to purchase 2,939,386 Ordinary Shares for an exercise price of RMB50.0 per share, 6,248,894 Ordinary Shares for an exercise price of RMB98.06 per share, and 2,149,618 Ordinary Shares with an exercise price of RMB118.0 per share, for a total of 11,337,898 shares underlying “out of the money” Options.

For PSUs, the price offered to holders to cancel their PSUs is US$1.127 per Ordinary Share issuable on settlement of the PSU. As of September 24, 2024, Lufax had 1,405,644 unvested PSUs, including 1,184,050 Locked PSUs that remain subject to an existing schedule and conditions of grant in order to “unlock.” These Locked PSUs would continue to unlock in accordance with their schedule and conditions of grant, with the cancellation price paid upon the unlocking of such PSUs. To the extent this offer is not accepted by their holder, unvested PSUs (whether or not “locked”) will be “unlocked” and vested in accordance with the original terms and conditions of the PSU.

THE NON-US OFFER

Irrevocability of Tender

If a holder duly completes and delivers its acceptance in the Non-US Offer, it has irrevocably accepted the Non-US offer. Even if there is a change of circumstances, there is no opportunity for the holder to withdraw its acceptance. In contrast, this Offer provides all holders with withdrawal rights during the entire period that the tender offer is open for acceptances.

Settlement

Pursuant to the Takeovers Code, the Joint Offerors must deliver the offer price to a tendering holder in the Non-US Offer no later than seven (7) Hong Kong business days after the date of receipt of duly completed acceptance (or if earlier, by the same time the offer price is delivered in this Offer). As a result, it is possible that settlement of tenders in the Non-US Offer may occur prior to the expiration of the Offers. In contrast, this Offer provides that no holder may be paid until promptly (expected to be within two (2) US business days) after the expiration of the offer.

Risks to US Holders from Participating in the Non-US Offer

The Non-US Offer complies with the Takeovers Code and customary Hong Kong law and practice and differs in several material respects from this Offer. Accordingly, a US Shareholder who participates in the Non-US Offer would face important risks not faced by participants in this Offer, including:

•

Acceptances are irrevocable, and there are no withdrawal rights, in the Non-US Offer. US Shareholders who properly complete and deliver their acceptances in the Non-US Offer will not be afforded the withdrawal rights provided in this Offer.

•

Payment of the consideration to a tendering holder in the Non-US Offer must occur no later than seven (7) Hong Kong business days after the date of receipt of duly completed acceptance (or if earlier, by the same time the offer price is delivered in this Offer), whereas as tender in this Offer would occur promptly (expected to be within two (2) US business days) after expiration of this Offer. As a result, a tender in the Non-US Offer may result in the receipt of proceeds sooner that in this Offer, which may hasten the tax effects of the sale.

•

ADSs may not be tendered in the Non-US Offer. For holders of ADSs (including US Holders) to participate in the Non-US Offer, they would need to convert their ADSs into Ordinary Shares and have such shares reflected on Lufax’s share register, which is time-consuming and would require the holder to pay certain fees to the Depositary.

•

The tender agent in the Non-US Offer is the Registrar based in Hong Kong, whereas the Tender Agent in this Offer is based in the United States. The delivery of tender materials may be faster and more reliable for US Shareholders in this Offer.

There are other important consequences of participating in the Non-US Offer. You are encouraged to consult with your personal financial, legal, tax or other advisors.

Continued Listing on the HKSE

The Joint Offerors would not be making the Offers but for the requirements of the Takeovers Code, and in that sense the Offers are not voluntary. The Joint Offerors are not making the Offers for the purpose of, and they do not believe the Offer will have a reasonable likelihood of, causing the Ordinary Shares to be delisted from the HKSE or the ADSs to be delisted from the NYSE. The Joint Offerors intend to take necessary and appropriate steps to ensure that Lufax remains listed on the HKSE and NYSE.

THE NON-US OFFER

Procedure for Acceptance

To accept the Non-US Offer, a holder must:

For Ordinary Shares held directly in the holder’s name:

•

Properly complete and sign the accompanying Form of Acceptance of Non-US Offer (the “WHITE Form of Acceptance”) in accordance with the instructions printed thereon; and

•

Return the Form of Acceptance, together with the relevant Ordinary Share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof), for not less than the number of Ordinary Shares in respect of which the holder accepts the Non-US Offer, to the Registrar, by post to Tricor Investor Services Limited, the branch share registrar and transfer office of Lufax in Hong Kong, located at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in an envelope marked “Lufax Holding Ltd — Lufax Non-US Offer.”

For Ordinary Shares held in the name of a nominee, contact your nominee to provide instructions to duly complete the steps set forth in (1) on your behalf, or to arrange for your nominee to contact the Registrar to register the Ordinary Shares in your name so that you may take the steps in (1).

For Ordinary Shares lodged with a securities dealer, institution or custodian through CCASS established and operated by Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of HKSCC, contact your dealer, institution or custodian to authorize HKSCC Nominees to accept the Non-US Offer on your behalf on or before the deadline set by HKSCC Nominees, which will be prior to the expiration of the Non-US Offer.

If your Ordinary Shares have been lodged with your Investor Participant’s account maintained with CCASS, authorize your instruction via the CCASS Phone System or CCASS Internet System before the deadline set by HKSCC Nominees.

Acceptance of the Non-US Offer is not valid unless it is received by Registrar on or before 4:00 p.m. (Hong Kong time) on the expiration date of the Non-US Offer.

For additional information on the procedures for participating in the Non-US Offer, see Appendix I.

100

APPENDIX I

FURTHER TERMS AND PROCEDURES FOR

ACCEPTANCE OF THE LUFAX OFFERS

1.	PROCEDURES FOR ADS HOLDERS AND US SHAREHOLDERS

US Shareholders Choosing to Accept this Offer

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

The completed BLUE Form of Acceptance should then be forwarded, together with the relevant Ordinary Shares and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) for not less than the number of Ordinary Shares in respect of which you intend to accept this Offer by post or by hand to the Tender Agent at Computershare Trust Company, N.A., c/o Voluntary Corporate Actions, P.O. Box 43011, Providence, RI 02940 or by courier at Computershare Trust Company, N.A., c/o Voluntary Corporate Actions, 150 Royall Street, Canton, MA 02021, as soon as practicable after the receipt of the BLUE Form of Acceptance but in any event to reach the Tender Agent by no later than 4:00 a.m. on October 28, 2024 (New York time) or such later date as the Joint Offerors may determine and announce.

US Shareholders Choosing to Accept the Non-US Offer

To accept the Non-US Offer, which is open to all Shareholders whether resident in or outside of Hong Kong, you should complete and sign the accompanying WHITE Form of Acceptance of Non-US Offer in accordance with the instructions printed thereon, which instructions form part of the terms of the Non-US Offer. You should insert the total number of Ordinary Shares for which the Non-US Offer is accepted. If no number is inserted in the box titled “Number of Ordinary Shares to be transferred” or the number of Ordinary Shares inserted is greater than the number of Ordinary Shares held by you or is greater than the number of Ordinary Shares represented by the certificate for Ordinary Shares tendered for acceptance of the Non-US Offer, the form will be returned to you for correction and resubmission. Any corrected form must be resubmitted by you and received by Registrar on or before the latest time for acceptance of the Non-US Offer. Your Ordinary Shares sold to the Joint Offerors by way of acceptance of the Non-US Offer will be registered under the name of the Joint Offerors or their nominee.

By signing and returning the WHITE Form of Acceptance of Non-US Offer, you warrant to the Joint Offerors, Morgan Stanley, Lufax and parties acting in concert with any of them or any of their respective ultimate beneficial owners, directors, officers, employees, agents or associates or any other person involved in the Offers that you have not taken or omitted to take any action which will or may result in the Joint Offerors, Lufax, Morgan Stanley or parties acting in concert with any of them or any of their respective ultimate beneficial owners, directors, officers, employees, agents or associates or any other person involved in the Offers acting in breach of the legal or regulatory requirements of any territory in connection with the Non-US Offer or your acceptance thereof.

If the share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) in respect of your Ordinary Shares is/are in your name and you wish to accept the Non-US Offer in respect of your Ordinary Shares (whether in full or in part), you must send the duly completed and signed WHITE Form of Acceptance of the Non-US Offer together with the relevant share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) for the number of Ordinary Shares in respect of which you intend to accept the Non-US Offer, to the Registrar, by post or by hand to Tricor Investor Services Limited, the branch share registrar and transfer office of Lufax in Hong Kong, located at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in an envelope marked “Lufax Holding Ltd – Non-US Offer”, as soon as possible, and, in any event no later than 4:00 p.m. on the Expiration Date (Hong Kong time) or such later time and/or date as the Joint Offerors may determine and announce with the consent of the Executive.

101

APPENDIX I

FURTHER TERMS AND PROCEDURES FOR

ACCEPTANCE OF THE LUFAX OFFERS

(a)

lodge your share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) with the nominee company, or other nominee, and with instructions authorizing it to accept the Non-US Offer on your behalf and requesting it to deliver the duly completed and signed WHITE Form of Acceptance of the Non-US Offer together with the relevant share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) for the number of Ordinary Shares in respect of which you intend to accept the Non-US Offer to Registrar; or

(b)

arrange for the Lufax Shares to be registered in your name by Lufax, through the Registrar, and send the duly completed and signed WHITE Form of Acceptance of the Non-US Offer together with the relevant share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) to the Registrar; or

(c)

if your Ordinary Shares have been lodged with your licensed securities dealer/registered institution in securities/custodian bank through CCASS, instruct your licensed securities dealer/registered institution in securities/custodian bank to authorize HKSCC Nominees to accept the Non-US Offer on your behalf on or before the deadline set by HKSCC Nominees. In order to meet the deadline set by HKSCC Nominees, you should check with your licensed securities dealer/registered institution in securities/custodian bank for the timing on processing your instruction, and submit your instruction to your licensed securities dealer/registered institution in securities/custodian bank as required by them; or

(d)

if your Ordinary Shares have been lodged with your Investor Participant’s account maintained with CCASS, authorize your instruction via the CCASS Phone System or CCASS Internet System before the deadline set by HKSCC Nominees.

If the number of Ordinary Share(s) shown in the share certificate is not wholly accepted by you, new share certificate representing the number of Ordinary Share(s) to be transferred shown in the WHITE Form of Acceptance of the Non-US Offer must be applied for.

If the share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) in respect of your Ordinary Shares is/are not readily available and/or is/are lost, as the case may be, and you wish to accept the Non-US Offer in respect of your Ordinary Shares, the WHITE Form of Acceptance of the Non-US Offer should nevertheless be duly completed and signed and delivered to the Registrar together with a letter stating that you have lost one or more of your share certificates and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) in respect of your Ordinary Shares or that it/they is/are not readily available. If you find such document(s) or if it/they become(s) available, it/they should be forwarded to the Registrar as soon as possible thereafter.

If you have lost your share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) in respect of your Ordinary Shares, you should also write to the Registrar requesting a letter of indemnity which, when completed in accordance with the instructions given, should be returned to the Registrar.

If you have lodged transfer(s) of any of your Ordinary Shares for registration in your name and have not received your share certificate(s) and you wish to accept the Non-US Offer in respect of your Ordinary Shares, you should nevertheless complete and sign the WHITE Form of Acceptance of the Non-US Offer and deliver it to the Registrar together with the transfer receipt(s) duly signed by you. Such action will be deemed to be an irrevocable authority to Morgan Stanley and/or the Joint Offerors or their respective agent(s) to collect from Lufax or the Registrar on your behalf the relevant share certificate(s) when issued and to deliver such share certificate(s) to the Registrar and to authorize and instruct the Registrar to hold such share certificate(s), subject to the terms and conditions of the Non-US Offer, as if it/they were delivered to the Registrar with the WHITE Form of Acceptance of the Non-US Offer.

An acceptance of the Non-US Offer may not be counted as valid unless:

(a)

it is received by the Registrar on or before 4:00 p.m. on the Expiration Date (Hong Kong time) or such time and/or date as the Joint Offerors may determine and announce in accordance with the Takeovers Code, and the Registrar has recorded that such acceptance and any relevant documents required under paragraph (b) below have been so received; and

102

APPENDIX I

FURTHER TERMS AND PROCEDURES FOR

ACCEPTANCE OF THE LUFAX OFFERS

(b)

the WHITE Form of Acceptance of the Non-US Offer is duly completed and signed and is:

(i)

accompanied by the relevant share certificate(s) and/or transfer receipt (s) and/ or other document (s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) and, if that/those share certificate(s) is/are not in your name, such other documents (e.g. a duly stamped transfer of the relevant Ordinary Shares in blank or in favor of the acceptor executed by the registered holder) in order to establish your right to become the registered holder of the relevant Ordinary Shares; or

(ii)

from a registered Non-US Shareholder or his personal representatives (but only up to the amount of the registered holding and only to the extent that the acceptance relates to Ordinary Shares which are not taken into account under the other sub-paragraphs of this paragraph (b)); or

(iii)

certified by the Registrar or the Stock Exchange.

If the WHITE Form of Acceptance of the Non-US Offer is executed by a person other than the registered Non-US Shareholder, appropriate documentary evidence of authority (e.g. grant of probate or certified copy of a power of attorney) to the satisfaction of the Registrar must be produced.

No acknowledgment of receipt of any WHITE Form of Acceptance of the Non-US Offer, share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) will be given.

ADS Holders

If you hold ADSs in record form (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 ADRs) to the Tender Agent. ADS Holders (wherever such ADS Holders are located) may only tender into this Offer.

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 the Expiration Date. 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. 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 from their clients. 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 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 the ADSs pursuant to the Offer.

ADS Holders (wherever such ADS Holders are located) may only tender into the Offer, unless such ADS Holder chooses to accept the Non-US Offer by cancelling its ADSs and withdrawing the underlying Lufax Offer Shares from the ADS program and becoming a Lufax Shareholder. Lufax US Shareholders can choose to accept either the Offer or the Non-US Offer. US Shareholders who choose to accept the Non-US Offer will be treated as Non-US 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.

103

APPENDIX I

FURTHER TERMS AND PROCEDURES FOR

ACCEPTANCE OF THE OFFER

ADS Holders who would like to accept the Non-US Offer may elect to become Shareholders by cancelling their ADSs and withdrawing the Ordinary Shares underlying the ADSs, subject to compliance with the terms of the Deposit Agreement, including payment of applicable fees to the Depositary (including a 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 the withdrawal and transfer of the underlying Ordinary Shares from the Depositary’s account on CCASS 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 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. For Ordinary Shares to be received in CCASS, under normal circumstances, the above steps to cancel the ADSs and withdraw Ordinary Shares 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, the above steps to cancel the ADSs and withdraw Ordinary shares 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 procedures to cancel the ADSs and withdraw Ordinary Shares 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. No acknowledgement of receipt of any Form(s) of Acceptance, Letter of Transmittal, Ordinary Share, ADS, ADR, transfer receipt(s) or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if any) will be given.

No acknowledgement of receipt of any Form(s) of Acceptance, Letter of Transmittal, Ordinary Share, ADS, ADR, transfer receipt(s) or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if any) will be given.

Acceptance of this Offer must be received by the Tender Agent no later than 4:00 a.m. on October 28, 2024 (New York time) or such later date as the Joint Offerors may determine and announce.

2.	SETTLEMENT

The Non-US Offer

If you accept the Non-US Offer, payment in cash of the consideration in respect of acceptance of the Non-US Offer (less the seller’s ad valorem stamp duty (if applicable) payable by the Non-US Shareholders who accept the Non-US Offer, further details of which are set out in section headed “8. Hong Kong Stamp Duty” under Appendix I to this Offer Document) will be made no later than seven (7) Hong Kong business days following the date of receipt of duly completed and valid acceptance of the Non-US Offer, or within an expected two (2) US business days following the Expiration Date, whichever is earlier. Relevant documents of title must be received by or on behalf of the Joint Offerors to render each acceptance of the Non-US Offer complete and valid. Each check will be distributed ordinary post to US Shareholders at their respective addresses as they appear in the register of members of Lufax, or in case of joint holders, to the US Shareholder whose name appears first in the said register of members, unless otherwise specified in theaccompanying WHITE Form of Acceptance completed, returned and received by the Registrar to theaddress specified on the relevant US Shareholder’s WHITE Form of Acceptance of Non-US Offer at his/her own risk.

This Offer

If you accept this Offer, payment in cash of the consideration in respect of acceptance of this Offer (net of any applicable fees, expenses and taxes) will be made promptly (expected to be within two (2) US business days) following the Expiration Date. Relevant documents of title must be received by or on behalf of the Joint Offerors to render each acceptance of this Offer complete and valid. Each check will be distributed by ordinary post to the address specified on the relevant US Shareholder’s BLUE Form of Acceptance or relevant ADS Holder of record’s Letter of Transmittal of this Offer at his/her own risk.

Since Rule 14e-1(c) of the Exchange Act states that consideration must be paid for the tendered securities promptly after the termination of the tender offer, the settlement of the consideration payable to US Shareholders and ADS Holders under the Offer will not be made no later than seven (7) HK business days following the date of receipt of duly completed and valid acceptance in accordance with Rule 20.1(a) of the Takeovers Code. The Joint Offerors have applied to the Executive for a waiver from strict compliance with Rule 20.1(a) of the Takeovers Code for settlement to US Shareholders and Lufax ADS Holders under the Offer to be made by within an expected two (2) US business days following the Expiration Date in accordance with the Exchange Act.

Additional Settlement Terms and Procedures for the Offers

Relevant documents of title must be received by or on behalf of the Joint Offerors to render each acceptance of the Offer(s) complete and valid.

104

APPENDIX I

FURTHER TERMS AND PROCEDURES FOR

ACCEPTANCE OF THE OFFER

No fractions of a cent will be payable and the amount of the consideration payable will be rounded up to the nearest cent.

3.	ACCEPTANCE PERIOD AND REVISIONS

Pursuant to Rule 15.1 of the Takeovers Code and the applicable US tender offer rules, this Offer will remain open for acceptance for at least twenty (20) US business days following the date on which this Offer Document is posted. Unless this Offer has previously been revised or extended with the consent of the Executive, to be valid, the BLUE Form of Acceptance and/or Letter of Transmittal must be received by the Tender Agent in accordance with the instructions printed thereon by 4:00 a.m. on October 28, 2024 (New York time).

The Joint Offerors do not intend to extend the Lufax Offers save in wholly exceptional circumstances, as provided in Rule 18.2 of the Takeovers Code, or if required by a governmental body of competent jurisdiction. However, if the Offers are extended or revised, the announcement of such extension or revision will state the next Expiration Date or a statement that Offers will remain open until further notice. If the Joint Offerors are to extend the Offers, they are required to extend the Offers 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.

If, in the course of the Offers, the Joint Offerors revises the terms of the Offers, whether or not you have already accepted the Offers, you will be entitled to accept the revised Offers under the revised terms. The revised Offers must be kept open for at least fourteen (14) days following the date on which the revised offer document is posted and shall not be closed earlier than the Expiration Date.

If the Expiration Date is extended, any reference in this Offer Document and in the Forms of Acceptance to the Expiration Date shall, except where the context otherwise requires, be deemed to refer to the subsequent Expiration Date.

4.	ANNOUNCEMENTS

By 6:00 p.m. Hong Kong time on the Expiration Date (or such later time and/or date as the Executive may in exceptional circumstances permit), the Joint Offerors must inform the Executive and the HKSE of its decision in relation to the expiry, revision and extension of the Offers. The Joint Offerors must publish an announcement in accordance with the Listing Rules on the HKSE’s website by 7:00 p.m. Hong Kong time on the Expiration Date stating the results of the Offers and whether the Offers has been revised, extended or expired. The announcement will state the following:

(a)

the total number of Ordinary Shares and Options and rights over Ordinary Shares and Options for which acceptances of the Offers have been received;

(b)

the total number of Ordinary Shares and Options and rights over Ordinary Shares and Options held, controlled or directed by the Joint Offerors before the Offer Period;

(c)

the total number of Ordinary Shares and Options and rights over Ordinary Shares and Options acquired or agreed to be acquired during the Offer Period by the Joint Offerors; and

(d)

details of any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in which any member of the Joint Offerors have borrowed or lent, save for any borrowed Ordinary Shares which have been either on-lent or sold.

The announcement will specify the percentages of voting rights represented by these numbers of Ordinary Shares (of Ordinary Shares, as the case may be) and Options.

In computing the total number of Ordinary Shares and Options represented by acceptances, only valid acceptances that are complete, in good order and fulfil the requirements set out in this Appendix I, and which have been received by the Registrar no later than 4:00 p.m. Hong Kong time on the Expiration Date or by the Tender Agent no later than 4:00 a.m. New York time on the Expiration Date, being the latest time and date for acceptance of the Offers, shall be included.

As required under the Takeovers Code, all announcements in relation to the Offers will be made in accordance with the requirements of the Listing Rules.

5.	NOMINEE REGISTRATION

To ensure equality of treatment of all Shareholders, those Shareholders who hold Ordinary Shares as nominees on behalf of more than one beneficial owner should, as far as practicable, treat the holding of each beneficial owner separately. In order for beneficial owners of Ordinary Shares, whose investments are registered in the names of nominees, to accept the Non-US Offer, it is essential that they provide instructions of their intentions with regard to the Non-US Offer to their nominees.

105

APPENDIX I

FURTHER TERMS AND PROCEDURES FOR

ACCEPTANCE OF THE OFFER

6.	RIGHT OF WITHDRAWAL UNDER THIS OFFER

Acceptances tendered by the Shareholders under the Non-US Offer, the Optionholders under the Option Offer and the PSU Holders under the PSU Arrangement shall be irrevocable and cannot be withdrawn, except in the circumstances set out in the following paragraph. An acceptor of this 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.

Under Rule 19.2 of the Takeovers Code, if the Offeror Group is unable to comply with any of the requirements of making announcements relating to the Offers set out in section 4 of this Appendix I, the Executive may require that acceptors be granted a right of withdrawal, on terms acceptable to the Executive, until such requirements can be met.

In such case, when any Shareholder, the Optionholder and the PSU Holder withdraw acceptance(s) from the Non-US Offer, the Option Offer and the PSU Arrangement, respectively, the Joint Offerors shall, at the own risk of the respective Shareholder, the Optionholder and the PSU Holder, as soon as possible but in any event within ten (10) days thereof, return by ordinary post the relevant share certificate(s), option certificate(s) (if applicable) and/or other document(s) of title (and/or satisfactory indemnity or indemnities required in respect thereof) lodged with the Form(s) of Acceptance to the relevant Shareholder, the Optionholder and the PSU Holder.

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 this Offer, US Shareholders and ADS Holders will be able to withdraw their acceptances at any time during the Offer Period. This Offer will be deemed not to have been validly accepted in respect of any Ordinary Shares or ADSs acceptances in respect of which have been validly withdrawn. However, this Offer may be accepted again in respect of any withdrawn Ordinary Shares or the ADSs by following one of the procedures described below at any time prior to expiry of this Offer. Notwithstanding the foregoing, US Shareholders and ADS Holders who have cancelled their ADSs and withdrawn the Ordinary Shares underlying the ADSs and have accepted the Non-US Offer in respect of such Ordinary Shares cannot withdraw such acceptance, which shall be irrevocable, except in the circumstances set out in the second paragraph of this section 6.

To be effective, a written notice of withdrawal must be received on a timely basis by the Tender Agent to whom the acceptance was originally sent at their respective address and must specify the name of the person who has tendered the Ordinary Shares or ADSs, the number of Ordinary Shares or ADSs to be withdrawn and, if ADSs have been tendered, the name of the registered holder, if different from the name of the person whose acceptance is to be withdrawn. “Written notice” (including any letter of appointment, direction or authority) means notice in writing bearing the original signature(s) of the relevant accepting holders of Ordinary Shares or ADSs or his/their agent(s) duly appointed in writing (evidence of whose appointment satisfactory to the Joint Offerors is produced with the notice). Facsimile or other electronic transmissions are not sufficient in the United States to constitute written notice. If you are a DTC participant and hold ADSs in a DTC account as a DTC participant, you may withdraw by submitting an Agent’s Message to DTC through your securities intermediary.

The Joint Offerors have applied to the Executive for a waiver from strict compliance with Rule 17 of the Takeovers Code for granting of withdrawal rights to US Shareholders and ADS Holders under this Offer in accordance with the Exchange Act.

7.	EFFECT OF ACCEPTANCE OF THIS OFFER

By accepting the Non-US Offer, the relevant Lufax Shareholder will be deemed to warrant that all Lufax Shares to be sold by such person under the 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 this 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 Non-US Offer is made, being the date of despatch of this Offer Document.

By accepting this Offer, the relevant US Shareholder or ADS Holder will be deemed to warrant that all Ordinary Shares or ADSs to be sold by such person under this Offer are fully paid and free from all encumbrances and together with all rights and benefits attaching thereto as at the date of this 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 this Offer is made, being the date of despatch of this Offer Document.

Acceptance of the Non-US Offer will be irrevocable and will not be capable of being withdrawn, except as permitted under the Takeovers Code.

106

APPENDIX I

FURTHER TERMS AND PROCEDURES FOR

ACCEPTANCE OF THE OFFER

8.	HONG KONG STAMP DUTY

The seller’s Hong Kong ad valorem stamp duty (if applicable) payable by the Shareholders who accept the non-US Offer and calculated at a rate of 0.1% of the higher of (i) the market value of the Ordinary Shares; or (ii) the consideration payable by the Joint Offerors in respect of the relevant acceptances of the Non-US Offer (using the exchange rate as determined by the Monetary Authority pursuant to section 18(2) of the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong)), will be deducted from the amount payable by the Joint Offerors to such person on acceptance of the Non- US Offer.

The Joint Offerors will arrange for payment of the seller’s ad valorem stamp duty (if applicable) on behalf of the relevant Shareholders accepting the Non-US Offer and pay the buyer’s Hong Kong ad valorem stamp duty (if applicable) in connection with the acceptance of the Non-US Offer.

9.	TAXATION ADVICE

Shareholders and Optionholders and PSU Holders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Lufax Offer(s). None of the Offeror Group, Lufax, Morgan Stanley and their respective ultimate beneficial owners, directors, officers, employees, agents or associates or any other person involved in the Offer(s) accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Offer(s).

10.

GENERAL

(a) All communications, notices, Forms of Acceptance, share certificates, option certificates, transfer receipts, other documents of title (and/or any satisfactory indemnity or indemnities required in respect thereof) and remittances to be delivered by or sent to or from US Shareholders and ADS Holders will be delivered by or sent to or from them, or their designated agents, through post at their own risk, and none of the Joint Offerors, Lufax, Morgan Stanley, Transfer Agent, Registrar or parties acting in concert with any of them or any of their respective ultimate beneficial owners, directors, officers, employees, agents, associates or any other person involved in this Offer accepts any liability for any loss in postage or any other liabilities that may arise as a result thereof.

(b) The provisions set out in the Letter of Transmittal and the Forms of Acceptance form part of the terms of the Offers.

(c) Due execution of the Letter of Transmittal or the Form(s) of Acceptance will constitute an irrevocable authority to the Joint Offerors and/or Morgan Stanley (or any of their respective ultimate beneficial owners, directors, officers, employees, agents or associates) to complete, and execute any document on behalf of the US Shareholder or ADS Holder who accepts the Offers and to do any other act that may be necessary or expedient for the purposes of vesting in the Joint Offerors (or such person or persons as it may direct) the Ordinary Shares or the ADSs in respect of which such person has accepted the Offers.

(d) The accidental omission to despatch this Offer Document, the US Offer Document, the Letter of Transmittal and/or the Forms of Acceptance or any of them to any person to whom the Offers are made will not invalidate the Offers in any way.

(e) To the extent permissible, the Offers and all acceptances thereof will be governed by and construed in accordance with US federal securities laws.

(f) The settlement of the consideration to which any Shareholder or ADS Holder is entitled under the Offers will be implemented in full in accordance with the terms of the Offers without regard to any lien, right of set-off, counterclaim or other analogous right to which the Joint Offerors may otherwise be, or claim to be, entitled against such Shareholder or ADS Holder.

(g) Any Shareholders or ADS Holders accepting the Offers will be responsible for payment of any transfer or cancellation or other taxes or duties payable in respect of the relevant jurisdiction due by such persons.

(h) In making their decision, Shareholders and ADS Holders must rely on their own examination of the Lufax Group and the terms of the Offers, including the merits and risks involved. The contents of this Offer Document, and the US Offer Document, including any general advice or recommendation contained herein together with the Letter of Transmittal and the Forms of Acceptance and the Letter of Transmittal, shall not be construed as any legal or business advice on the part of the Offeror Group, Lufax, Morgan Stanley or their respective professional advisers. Shareholders and ADS Holders should consult their own professional advisers for professional advice.

(i) References to this Offer in this Offer Document, the US Offer Document, the Letter of Transmittal and in the Forms of Acceptance shall include any extension and/or revision thereof.

(j) The Tender Agent, Computershare Trust Company, N.A., is situated at c/o Voluntary Corporate Actions, P.O. Box 43011, Providence, RI 02940.

(k) This Offer Document has been prepared for the purposes of compliance with the US tender offer rules applicable to securities registered under the Exchange Act.

107



APPENDIX II		FINANCIAL INFORMATION OF THE LUFAX GROUP

1.	SUMMARY OF THE FINANCIAL INFORMATION OF THE LUFAX GROUP

Set out below is a summary of the audited consolidated financial information of the Lufax Group for each of the years ended December 31, 2021, 2022 and 2023 as extracted from the listing document and relevant annual report of Lufax and unaudited consolidated financial information of the Lufax Group for the six months ended June 30, 2023 and 2024 as extracted from the interim results announcement of Lufax:

Consolidated Statement of Profit or Loss and Other Comprehensive Income


	Six months ended June 30,						Year ended December 31,
	2024			2023			2023			2022			2021
	RMB’000			RMB’000			RMB’000			RMB’000			RMB’000
	(Unaudited)			(Unaudited)			(Audited)			(Audited)			(Audited)
Technology platform-based income		4,551,892			9,086,070			15,325,826			29,218,432			38,294,317
Net interest income		5,560,940			6,715,547			12,348,357			18,981,376			14,174,231
Guarantee income		1,775,400			2,565,405			4,392,376			7,372,509			4,370,342
Other income		636,783			537,632			1,143,770			1,238,004			3,875,407
Investment income		415,657			445,007			1,050,453			1,305,625			1,151,753
Share of net profit/(loss) of investments accounted for using the equity method		(691	)		(1,587	)		(5,416	)		(218	)		(31,143	)
Total income		12,939,981			19,348,074			34,255,366			58,115,728			61,834,907
Sales and marketing expenses		(2,889,635	)		(5,570,120	)		(9,867,488	)		(15,756,916	)		(17,993,072	)
General and administrative expenses		(993,199	)		(1,249,416	)		(2,304,835	)		(2,830,119	)		(3,559,323	)
Operation and servicing expenses		(2,654,672	)		(3,134,026	)		(6,118,635	)		(6,429,862	)		(6,557,595	)
Technology and analytics expenses		(527,733	)		(685,616	)		(1,387,055	)		(1,872,454	)		(2,083,994	)
Credit impairment losses		(5,421,572	)		(6,129,506	)		(12,697,308	)		(16,550,465	)		(6,643,727	)
Asset impairment losses		—			—			(31,246	)		(427,108	)		(1,100,882	)
Finance costs		(71,405	)		(324,288	)		(414,023	)		(1,238,992	)		(995,515	)
Other gains/(losses)—net		(298,990	)		172,856			210,336			3,459			499,379
Total expenses		(12,857,206	)		(16,920,116	)		(32,610,254	)		(45,102,457	)		(38,434,729	)
Profit before income tax expenses		82,775			2,427,958			1,645,112			13,013,271			23,400,178
Less: Income tax expenses		(1,642,727	)		(691,970	)		(610,626	)		(4,238,232	)		(6,691,118	)
Net profit/(loss) for the period/year		(1,559,952	)		1,735,988			1,034,486			8,775,039			16,709,060
Net profit attributable to:
Owners of the Company		(1,662,535	)		1,637,325			886,865			8,699,369			16,804,380
Non-controlling interests		102,583			98,663			147,621			75,670			(95,320	)
Net profit/(loss) for the period		(1,559,952	)		1,735,988			1,034,486			8,775,039			16,709,060

108



APPENDIX II		FINANCIAL INFORMATION OF THE LUFAX GROUP


Other comprehensive income/(loss), net of tax:
Items that may be reclassified to profit or loss
– Changes in the fair value of debt instruments at fair value over comprehensive income	(2,511	)	—		—		—		—
– Exchange differences on translation of foreign operations	(426	)	(126,043	)	(54,409	)	(289,599	)	66,501
Items that will not be reclassified to profit or loss
– Exchange differences on translation of foreign operations to the presentation currency	(71,732	)	(550,592	)	(410,572	)	(1,291,250	)	(38,219	)
Total comprehensive income	(1,634,621	)	1,059,353		569,505		7,194,190		16,737,342
attributable to:	(1,736,911	)	959,564		421,275		7,118,117		16,832,782
Owners of the Company Non-controlling interests	102,290		99,789		148,230		76,073		(95,440	)
Earnings per share (expressed in RMB per share)
- Basic earnings per share	(1.45	)	1.43		0.77		7.60		14.22
- Diluted earnings per share	(1.45	)	1.43		0.77		7.58		13.38
- Basic earnings per ADS	(2.90	)	2.86		1.54		15.20		28.44
- Diluted earnings per ADS	(2.90	)	2.86		1.54		15.16		26.76

On March 7, 2022, Lufax Board approved and declared a cash dividend of US$0.68 per Ordinary Share to Shareholders on record as of the close of trading on the NYSE on April 8, 2022, which amounting to 1,144,226,418 Ordinary Shares. This annual dividend was paid in April 2022.

On August 3, 2022, Lufax Board approved an interim cash dividend of US$0.34 per Ordinary Share for the six-month period ended June 30, 2022 to Shareholders on record as of the close of trading on the NYSE on October 13, 2022, which amounting to 1,145,926,797 Ordinary Shares. The interim dividend was paid in October 2022.

On March 13, 2023, Lufax Board approved an interim cash dividend of US$0.1 per Ordinary Share for the six-month period ended December 31, 2022 to Shareholders on record as of the close of trading on the NYSE on April 7, 2023, which amounting to 1,146,108,643 Ordinary Shares. The interim dividend was paid in April 2023.

On August 22, 2023, Lufax Board approved an interim cash dividend of US$0.078 per Ordinary Share for the six-month period ended June 30, 2023 to Shareholders on record as of the close of trading on the NYSE on October 12, 2023, which amounting to 1,146,282,721 Ordinary Shares. The interim dividend was paid in October 2023.

On March 21, 2024, Lufax Board resolved a special dividend out of the share premium account under the reserves of Lufax in the amount of US$1.21 per Ordinary Share or US$2.42 per ADS, and such special dividend was paid in July 2024 to Shareholders and August 2024 to ADS Holders.

109



APPENDIX II		FINANCIAL INFORMATION OF THE LUFAX GROUP

Consolidated Statement of Financial Position


	As of June 30,						As of December 31,
	2024			2023			2023			2022			2021
	RMB’000			RMB’000			RMB’000			RMB’000			RMB’000
	(Unaudited)			(Unaudited)			(Audited)			(Audited)			(Audited)
ASSETS
Cash at bank		37,113,898			46,927,978			39,598,785			43,882,127			34,743,188
Restricted cash		10,683,924			16,525,118			11,145,838			26,508,631			30,453,539
Financial assets at fair value through profit or loss		29,249,592			23,174,613			28,892,604			29,089,447			31,023,211
Financial assets at fair value through other comprehensive income		1,739,416			—			—			—			—
Financial assets at amortized cost		2,918,120			3,628,947			3,011,570			4,716,448			3,784,613
Financial assets purchased under reverse repurchase agreements		—			—			—			—			5,527,177
Accounts and other receivables and contract assets		5,410,456			10,245,741			7,293,671			15,758,135			22,344,773
Loans to customers		112,708,888			163,236,747			129,693,954			211,446,645			214,972,110
Deferred tax assets		5,476,280			4,991,199			5,572,042			4,990,352			4,873,370
Property and equipment		162,426			248,284			180,310			322,499			380,081
Investments accounted for using the equity method		—			37,684			2,609			39,271			459,496
Intangible assets		1,016,210			879,258			874,919			885,056			899,406
Right-of-use assets		349,884			557,225			400,900			754,010			804,990
Goodwill		9,171,729			8,911,445			8,911,445			8,911,445			8,918,108
Other assets		929,279			1,517,147			1,444,362			1,958,741			1,249,424
Total assets		216,930,102			280,881,386			237,023,009			349,262,807			360,433,486
LIABILITIES
Payable to platform investors		781,083			1,436,543			985,761			1,569,367			2,747,891
Borrowings		41,002,213			31,813,817			38,823,284			36,915,513			25,927,417
Customer deposits		3,126,937			—			—			—			—
Bonds payable		—			1,151,921			—			2,143,348			—
Current income tax liabilities		447,523			544,309			782,096			1,987,443			8,222,684
Accounts and other payables and contract liabilities		15,188,201			7,558,070			6,977,118			12,198,654			8,814,255
Payable to investors of consolidated structured entities		61,693,369			121,523,513			83,264,738			177,147,726			195,446,140
Financing guarantee liabilities		3,507,405			4,720,097			4,185,532			5,763,369			2,697,109
Deferred tax liabilities		427,332			648,329			524,064			694,090			833,694
Lease liabilities		342,671			545,060			386,694			748,807			794,544
Convertible promissory notes payable		5,898,783			5,556,909			5,650,268			5,164,139			10,669,498
Optionally convertible promissory notes		—			8,726,033			—			8,142,908			7,405,103
Other liabilities		1,838,182			1,839,112			1,759,672			2,000,768			2,315,948
Total liabilities		134,253,699			186,063,713			143,339,227			254,476,132			265,874,283
EQUITY
Share capital		75			75			75			75			75
Share premium		22,306,417			31,290,230			32,142,233			32,073,874			33,365,786
Treasury shares		(5,642,768	)		(5,642,769	)		(5,642,768	)		(5,642,769	)		(5,560,104	)
Other reserves		544,621			1,439,763			155,849			2,158,432			9,304,995
Retained earnings		63,824,564			66,237,559			65,487,099			64,600,234			55,942,943
Total equity attributable to owners’ of the Company		81,032,909			93,324,858			92,142,488			93,189,846			93,053,695
Non-controlling interests		1,643,494			1,492,815			1,541,294			1,596,829			1,505,508
Total equity		82,676,403			94,817,673			93,683,782			94,786,675			94,559,203
Total liabilities and equity		216,930,102			280,881,386			237,023,009			349,262,807			360,433,486

110



APPENDIX II		FINANCIAL INFORMATION OF THE LUFAX GROUP

The consolidated financial statements of the Lufax Group for each of the years ended December 31, 2021, 2022 and 2023 were audited by PricewaterhouseCoopers. The consolidated financial statements of the Lufax Group for the years ended December 31, 2021, 2022 and 2023 did not contain any qualified or modified opinion, nor any emphasis of matter or material uncertainty related to going concern.

Save as disclosed above, there were no items of any income or expense which are material in respect of the consolidated financial results of Lufax for the years ended December 31, 2021, 2022 and 2023 and six months ended June 30, 2023 and 2024.

2.	CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP

Lufax is required to set out or refer to in this Offer Document the consolidated statements of comprehensive income, consolidated statements of financial position, consolidated statements of changes in equity, consolidated statements of cash flows and any other primary statement as shown in the audited consolidated financial statements of Lufax for the years ended December 31, 2021, 2022 and 2023 and the unaudited financial statements of Lufax for the six months ended June 30, 2024, together with the notes to the relevant published financial statements which are of major relevance to the appreciation of the above financial information

The unaudited consolidated financial results of Lufax for the six months ended June 30, 2024 were set out from pages 20 to 56 in the interim results announcement published by Lufax on August 22, 2024 (the “2024 Interim Results”) on the websites of the HKSE (http://www.hkexnews.hk), the SEC (http://www.sec.gov/) and Lufax (https://ir-hk.lufaxholding.com/), and is accessible via the following hyperlink:

(https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0822/2024082200013.pdf)

The audited consolidated financial statements of Lufax for the year ended December 31, 2023 were set out from pages 103 to 238 in the 2023 annual report published by Lufax on April 23, 2024 (the “2023 Annual Report”) on the websites of the HKSE (http://www.hkexnews.hk), the SEC (http://www.sec.gov/) and Lufax (https://ir-hk.lufaxholding.com/), and is accessible via the following hyperlink:

(https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0423/2024042301440.pdf)

The audited consolidated financial statements of Lufax for the year ended December 31, 2022 were set out from pages I-4 to I-136 in the listing document of Lufax dated April 11, 2023 on the websites of the HKSE (http://www.hkexnews.hk), the SEC (http://www.sec.gov/) and Lufax (https://ir-hk.lufaxholding.com/), and is accessible via the following hyperlink:

(https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0411/2023041100011.pdf)

3.	CONTINGENT LIABILITIES

Previously, Lufax shared credit risk with its funding partners by utilizing a combination of Lufax’s licensed financing guarantee subsidiary and collaborations with third-party credit enhancement providers. In the fourth quarter of 2023, Lufax successfully completed the transformation of its business to a 100% guarantee business model, under which Lufax’s licensed financing guarantee subsidiary provides a guarantee for each new loan transaction without the use of third-party credit enhancement. As of June 30, 2024, the balance of Lufax’s remaining commitment under the financing guarantee contracts for which Lufax does not consolidate the underlying loans amounted to RMB53,294 million.

Other than the above, Lufax did not have any material contingent liabilities as of June 30, 2024.

4.	INDEBTEDNESS STATEMENT

As at June 30, 2024, being the latest practicable date for the purpose of the statement of indebtedness prior to the printing of this Offer Document, the Lufax Group had the following outstanding indebtedness:

111



APPENDIX II		FINANCIAL INFORMATION OF THE LUFAX GROUP


	As of June 30, 2024 (RMB’000)
Borrowings		41,002,213
Convertible promissory note payable		5,898,783
Lease liabilities		342,671

Total		47,243,667

Borrowings

The borrowings of the Lufax Group were unsecured bank borrowings and there were no secured borrowings as of June 30, 2024.

The following table sets forth the breakdown of the borrowings as of the date indicated:


	As of June 30, 2024 (RMB’000)
Unsecured bank borrowings		40,762,258
Interest payable		239,955

Total borrowings		41,002,213

The following table sets forth the range of interest rates of borrowings as of the date indicated:


	As of June 30, 2024
Bank borrowings – fixed rate		2.60%-4.20%
Bank borrowings – floating rate		6.33%-7.27%

Convertible promissory notes payable

In October 2015, Lufax issued the Ping An Convertible Promissory Notes in an aggregate principal amount of US$1,953.8 million to Ping An Overseas Holdings and An Ke Technology. As of June 30, 2024, 50% of the outstanding principal amount of the Ping An Convertible Promissory Notes had been redeemed and the remaining 50% outstanding Ping An Convertible Promissory Notes which had not been redeemed can be converted, in whole or in part, into the Ordinary Shares (or the ADSs) at any time from April 30, 2026 until the date which is five (5) business days before (and excluding) October 8, 2026. As of June 30, 2024, the Ping An Convertible Promissory Notes can be converted into an aggregate of 76,559,561 Ordinary Shares, representing approximately 6.67% of the total issued and outstanding Ordinary Shares as of June 30, 2024.

Lease liabilities

As of June 30, 2024, the Lufax Group had lease liabilities of approximately RMB343 million.

Save as aforesaid or otherwise disclosed herein, and apart from the intra-group liabilities, the Directors confirm that the Lufax Group did not, as at the close of business on June 30, 2024, have any bank overdrafts or loans, or other similar indebtedness, mortgages, charges, or guarantees or other material contingent liabilities.

112



APPENDIX II		FINANCIAL INFORMATION OF THE LUFAX GROUP

5.	MATERIAL CHANGE

The Directors confirm that save as and except for the below, there had been no material change in the financial or trading position or outlook of the Lufax Group since December 31, 2023 (being the date which the latest published audited consolidated financial statements of the Lufax Group were made up) up to and including the Latest Practicable Date.

(1)

As disclosed in the Announcement of Unaudited Interim Results For The Six Months Ended June 30, 2024 dated August 22, 2024, the Lufax Group recorded a net loss of approximately RMB1,560.0 million for the six months period ended June 30, 2024, as compared to a profit of approximately RMB1,736.0 million for the six months period ended June 30, 2023, caused mainly by (i) the decrease of approximately 49.9% 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; (ii) the decrease of approximately 17.2% 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 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 announced on March 21, 2024;

(2)

As disclosed in Lufax’s Inside Information Announcement regarding the Unaudited Financial Results for the Quarter Ended June 30, 2024, dated August 22, 2024, Lufax continues to execute its strategy of obtaining and utilizing strong licenses to bolster its business.

(3)

As part of its “strong license” strategy, Lufax has recently commenced the small loan lending business by leveraging its nationwide small lending license and using its own financial resources, with a view to further optimize its business operations. In compliance with relevant accounting standards, the activities of issuing loans to small loan customers will be classified as operating activities for Lufax. Therefore, both the issuance of loans and the collection of repayments will be reflected in the cash flow from operating activities in Lufax’s consolidated statement of cash flows. Considering the business is in its early stages, Lufax expects an initial negative impact on its cash flow used for operating activities for a short period of time due to the issuance of small loans, until the commencement of the repayment cycle. Nonetheless, there will not be any significant impact on the business operations of the Lufax Group.

Lufax believes that it has sufficient working capital to carry out the small loan lending business and expects that its “strong license” strategy will help Lufax Group reduce its funding costs and improve its product diversity and capital management efficiency.

113

APPENDIX III

GENERAL INFORMATION RELATING TO THE

OFFEROR GROUP

1.	RESPONSIBILITY STATEMENT

The directors of Ping An Group jointly and severally accept full responsibility for the accuracy of the information contained in this Offer Document (other than the information relating to the Lufax Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this Offer Document (other than those expressed by the directors of Lufax, An Ke Technology and Ping An Overseas Holdings) have been arrived at after due and careful consideration and there are no other facts not contained in this Offer Document the omission of which would make any statement in this Offer Document misleading.

The directors of An Ke Technology jointly and severally accept full responsibility for the accuracy of the information contained in this Offer Document (other than the information relating to the Lufax Group, Ping An Group and Ping An Overseas Holdings) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this Offer Document (other than those expressed by the directors of Lufax, Ping An Group and Ping An Overseas Holdings) have been arrived at after due and careful consideration and there are no other facts not contained in this Offer Document the omission of which would make any statement in this Offer Document misleading.

The directors of Ping An Overseas Holdings jointly and severally accept full responsibility for the accuracy of the information contained in this Offer Document (other than the information relating to the Lufax Group, Ping An Group and An Ke Technology) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this Offer Document (other than those expressed by the directors of Lufax, Ping An Group and An Ke Technology) have been arrived at after due and careful consideration and there are no other facts not contained in this Offer Document the omission of which would make any statement in this Offer Document misleading.

2.	DISCLOSURE OF INTERESTS

For details of interest in the Ordinary Shares, underlying Ordinary Shares and other relevant securities (as defined under Note 4 to Rule 22 of the Takeovers Code) of Lufax held or controlled by the Offeror Group, Tun Kung and their respective parties acting in concert, please refer to the section headed “Letter from the Lufax Board – Information on the Lufax Group – Public float and shareholdings in Lufax”.

3.	ARRANGEMENTS AND DEALING IN LUFAX SECURITIES

Save for the election for scrip dividend by An Ke Technology and Ping An Overseas Holdings under the Lufax Scrip Dividend Scheme, the Offeror Group, Tun Kung and their respective parties acting in concert have not dealt in the Ordinary Shares, convertible securities, warrants, options or derivatives of Lufax during the six-month period immediately prior to the Offer Period and up to and including the Latest Practicable Date.

The Offeror Group confirm that, as at the Latest Practicable Date:

(a)

save as disclosed in the section headed “Letter from the Lufax Board– Information on the Lufax Group – Public float and shareholdings in Lufax”, the Offeror Group, Tun Kung and their respective parties acting in concert did not own or have control or direction over any voting rights in Lufax or rights over the Ordinary Shares, convertible securities, warrants, options or derivatives of Lufax;

(b)

save as disclosed in the section headed “Letter from the Lufax Board -– Information on the Lufax Group – Public float and shareholdings in Lufax”, neither the Offeror Group, Tun Kung nor their respective parties acting in concert held any convertible securities, warrants or options in respect of the Ordinary Shares;

114

APPENDIX III

GENERAL INFORMATION RELATING TO THE

OFFEROR GROUP

(c)

neither the Offeror Group, Tun Kung nor their respective parties acting in concert had entered into any outstanding derivative in respect of securities in Lufax;

(d)

there is no agreement, arrangement or understanding that any securities acquired in pursuance of the Offers would be transferred, charged or pledged to any other persons;

(e)

there is no arrangement (whether by way of option, indemnity or otherwise) of any kind referred to in Note 8 to Rule 22 of the Takeovers Code in relation to the shares of the Offeror Group or the Ordinary Shares between the Offeror Group, Tun Kung or their respective parties acting in concert and any other person which might be material to the Offers;

(f)

there is no agreement, arrangement or understanding (including any compensation arrangement) exists between the Joint Offerors, Tun Kung and their respective parties acting in concert and any directors or recent directors of Lufax, Shareholders or recent Shareholders having any connection with or dependence upon the Offers;

(g)

no agreement or arrangement existed between (1) the Offeror Group, Tun Kung or their respective parties acting in concert; and (2) any person which relate to the circumstances in which the Offeror Group may or may not invoke or seek to invoke a pre-condition or a condition to its offer and the consequences of its doing so;

(h)

neither the Offeror Group, Tun Kung nor their respective parties acting in concert had borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in Lufax; and

(i)

there is no understanding, arrangement or agreement or special deal between: (1) any shareholder of Lufax; and (2) the Offeror Group, Tun Kung and their respective parties acting in concert.

4.	EXPERT AND CONSENT

The following are the name and the qualifications of the experts whose letter, opinion or advice is contained or referred to in this Offer Document:


Name		Qualifications
Morgan Stanley		a corporation licensed to carry on Type 1 (dealing in securities), Type 4 (advising on securities), Type 5 (advising on futures contracts), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO

As at the Latest Practicable Date, Morgan Stanley has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its letter, opinion or advice and the references to its name, logo and/or its qualifications included herein in the form and context in which they appear.

115

APPENDIX III

GENERAL INFORMATION RELATING TO THE

OFFEROR GROUP

5.	MISCELLANEOUS

As at the Latest Practicable Date,

(i)

The registered addresses of the Offeror Group are:

(a) Ping An Group: 47th, 48th, 109th, 110th, 111th, 112th Floors, Ping An Finance Center, No. 5033 Yitian Road, Futian District, Shenzhen;

(b) An Ke Technology: Suite 2353, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong; and

(c) Ping An Overseas Holdings: Suite 2318, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.

(ii)

An Ke Technology is a wholly-owned subsidiary of Ping An Financial Technology, which is in turn wholly-owned by Ping An Group. Ping An Overseas Holdings is a direct wholly-owned subsidiary of Ping An Group. Ping An Group has no controlling shareholders.

(a)

the executive directors of Ping An Group are Ma Mingzhe, Xie Yonglin, Michael Guo, Cai Fangfang, and Fu Xin; the non-executive directors of Ping An Group are Soopakij Chearavanont, Yang Xiaoping, He Jianfeng and Cai Xun; the independent non-executive directors of Ping An Group are Ng Sing Yip, Chu Yiyun, Liu Hong, Ng Kong Ping Albert, Jin Li and Wang Guangqian;

(b)

the directors of An Ke Technology are Wang Shiyong, Huang Philip and Cheung Siu Man; and

(c)

the directors of Ping An Overseas Holdings are Cheng Jianxin, Deng Benjamin Bin, Tung Hoi and Zhang Zhichun.

(iii)

The main business address of Morgan Stanley is 30-32, 35-42 & 45-47 Floor and Part of Floor 3, 8-9, International Commerce Centre, 1 Austin Road West Kowloon, Hong Kong.

6.	DOCUMENTS AVAILABLE ON DISPLAY

Copies of the following documents are published on the websites of the Securities and Futures Commission of Hong Kong (the “SFC”) (www.sfc.hk) and Lufax (https://ir-hk.lufaxholding.com/) from the date of this Offer Document up to and including the Expiration Date:

(a)

the memorandum and articles of association of each member of the Offeror Group;

(b)

the audited consolidated accounts of Ping An Group for the years ended December 31, 2022 and 2023;

(c)

the letter from Morgan Stanley and the Offeror Group, the text of which is set out in this Offer Document; and

(d)

the written consents referred to in the paragraph headed “4. Expert and Consent” in this Appendix III.

116

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP

1.	RESPONSIBILITY STATEMENTS

The directors of Lufax jointly and severally accept full responsibility for the accuracy of the information contained in this Offer Document (other than the information relating to the Offeror Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this Offer Document (other than those expressed by the directors of the Offeror Group) have been arrived at after due and careful consideration and there are no other facts not contained in this Offer Document the omission of which would make any statement in this Offer Document misleading.

2.	SHARE CAPITAL

The authorized and issued share capital of Lufax of US$0.00001 each as at the Latest Practicable Date were as follows:

(i) As of December 31, 2023


Authorized		US$
10,000,000,000	Shares		100,000
Issued
1,146,319,171	Shares		11,463.19171

(ii) As at Latest Practicable Date


Authorized		US$
10,000,000,000	Shares		100,000
Issued
1,733,319,204	Shares		17,333.19204

As at the Latest Practicable Date, save that the Lufax Special Dividend has been paid to holders of Ordinary Shares on July 30, 2024 and to ADS Holders on August 6, 2024, Lufax has no other outstanding dividend or other distributions which remains unpaid. Lufax has no intention in declaring any dividend or making other distributions during the Offer Period in respect of the Offers.

As at the Latest Practicable Date, save for the 11,472,990 outstanding Options, 1,405,644 unvested 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 Ordinary Shares or which confer rights to require the issue of Ordinary Shares and has not entered into any agreement for the issue of such options, derivatives, warrants or securities which are convertible or exchangeable into Ordinary Shares or which confer rights to require the issue of Ordinary Shares.

117

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP

All issued Ordinary Shares rank pari passu in all respects with each other, including, in particular, as to dividends, voting rights and return of capital.

3.	MARKET PRICES

The table below sets out the closing price of the Ordinary Shares on the HKSE on (1) the last trading day of each of the calendar months during the Relevant Period; (2) the last trading date before the date of the Initial Announcement, (3) the date of the Joint Announcement; and (4) the Latest Practicable Date:


Date	Closing price of each Ordinary Share
	(HK$)
September 29, 2023		17.22
October 31, 2023		15.92
November 30, 2023		13.8
December 29, 2023		12.2
January 31, 2024		8.5
February 29, 2024		11.58
March 20, 2024 (Last trading date before the date of the Initial Announcement)		14.90
March 28, 2024		17.38
April 30, 2024		18.32
May 31, 2024		18.04
June 28, 2024		9.23
July 3, 2024 (“Date of the Joint Announcement”)		12.3
July 31, 2024		11.2
August 30, 2024		9.02
September 24, 2024 (“Latest Practicable Date”)		9.19

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

4.	DISCLOSURE OF INTERESTS

Directors’ and chief executives’ interests in the securities of Lufax and its associated companies

Save as disclosed below, as at the Latest Practicable Date, so far as is known to the directors of Lufax, the interests and/or short positions (as applicable) of the directors and the chief executives of Lufax in the Ordinary Shares, underlying Ordinary Shares and debentures of Lufax and its associated corporations (within the meaning of Part XV of the SFO), which were required to be notified to Lufax and the HKSE pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and/or short positions (as applicable) which he/she is taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the “Model Code for Securities Transactions by Directors of Listed Issuers” as set out in Appendix C3 to the Listing Rules, to be notified to Lufax and the HKSE, or which were required, to be disclosed under the Takeovers Code in this Offer Document, were as follows:

118

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP


Name of Directors	Capacity/ Nature of interest	Number of Ordinary Shares and/or Ordinary Shares underlying outstanding Options and/or unvested PSUs granted⁽¹⁾	Approximate percentage of shareholding interest⁽¹⁾	Long position/ Short position
Mr. Yong Suk CHO	Beneficial interest	527,150⁽²⁾	0.03%	Long position
Mr. Gregory Dean GIBB	Beneficial interest	604,741.5⁽³⁾	0.03%	Long position

Notes:

(1)

(2)

This represents the aggregate of (i) 27,150 Ordinary Shares to be issued upon vesting of the unvested PSUs held by Mr. Yong Suk CHO, and (ii) 500,000 Ordinary Shares to be issued upon exercise of the Options held by Mr. Yong Suk CHO, as of the Latest Practicable Date.

(3)

This represents the aggregate of (i) 31,083 Ordinary Shares held by Mr. Gregory Dean GIBB, (ii) 27,151 Ordinary Shares to be issued upon vesting of the unvested PSUs held by Mr. Gregory Dean GIBB, and (iii) 546,507.5 Ordinary Shares to be issued upon exercise of the Options held by Mr. Gregory Dean GIBB, as of the Latest Practicable Date.

None of the directors of Lufax intend to accept the Offers in respect of their beneficial interest as disclosed above.

Disclosure of interests of substantial Shareholders

For details of interest in the Ordinary Shares and underlying Ordinary Shares which would fall to be disclosed to Lufax under the provisions of Divisions 2 and 3 of Part XV of the SFO or which were recorded in the register required to be kept under section 336 of the SFO or as otherwise notified to Lufax and the HKSE, please refer to the section headed “Letter from the Lufax Board – Information on the Lufax Group – Public float and shareholdings in Lufax”.

5.	OTHER INTERESTS

(a)

As at the Latest Practicable Date, save as disclosed in the section headed “4. DISCLOSURE OF INTERESTS—Directors’ and chief executives’ interests in the securities of Lufax and its associated companies”, none of the directors of Lufax had any interest in the Ordinary Shares, derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into the Ordinary Shares. During the Relevant Period, save as disclosed below, none of the directors of Lufax had dealt with for value in any Ordinary Share, derivative, option, warrant and conversion right or other similar right which is convertible or exchangeable into an Ordinary Share.

Name of Directors of Lufax

Date

Dealings

Average price

Mr. Gregory Dean GIBB

7 May 2024

Exercising of 10,702 Lufax Options (exercise price RMB8.0)

Vesting of 26,866 Lufax PSUs

Selling 37,568 Lufax Shares

RMB8.0 per Lufax Option

Nil

US$2.295 per Lufax Share

Note:

On May 7, 2024, Mr. Gregory Dean GIBB (“Mr. Gibb”) exercised 10,702 Options and vested 26,866 PSUs and on the same day, sold such 37,568 new Ordinary Shares (which represents 0.0022% of the total Ordinary Shares as of the Latest Practicable Date) through the open market for approximately US$86,219 (the “Transactions”). On the same day, Mr. Gibb filed a notice of proposed sale of securities on Form 144 with the SEC. Subsequently, Mr. Gibb filed the Disclosure of Interest Form 3A in August 2024 and the Disclosure of Dealings in the Shares of Lufax pursuant to Rule 22 of the Takeovers Code in September 2024. The failure to make timely dealing disclosure was due to an inadvertent and unintentional oversight, as well as the responsible human resources staff’s lack of awareness and sensitivity to the relevant Takeovers Code requirements and that they were not aware of the fact that the Transactions constitute Rule 22 disclosure obligation under the Takeovers Code. In order to prevent the occurrence of similar incidents, Lufax will (i) review, enhance and continue to monitor the relevant internal control measures in respect of disclosure of dealings during the offer period including but not limited to ensuring any potential dealings would be promptly reported to the responsible department of Lufax which shall make sure the proposed transactions will be conducted in a manner that aligns with the necessary requirements under the Takeovers Code; and (ii) arrange trainings (online, if necessary) for the directors, senior management members and responsible personnel of Lufax in relation to the regulatory and compliance matters under the Takeovers Code, particularly those concerning Rule 22 dealing disclosure, to increase their awareness and knowledge of the Takeovers Code.

119

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP

(b)

As at the Latest Practicable Date, save as disclosed below, none of Lufax and the directors of Lufax had any interest in the shares of the Offeror Group or convertible securities, warrants, options or derivatives in respect of the shares of the Offeror Group.

Name of Directors of Lufax

Capacity/

Nature of

interest

Number of
shares and/or
underlying shares of
Ping An Group⁽¹⁾

Approximate
percentage of
shareholding interest in
Ping An Group⁽¹⁾

Long position/

Short position

Mr. Yonglin XIE

Beneficial owner

1,320,296 A shares

0.00725

Long position

Other⁽²⁾

1,223,278 A shares

0.00672

Long position

452,992 H shares

0.00249

Long position

Ms. Xin FU

Beneficial owner

78,509 A shares

0.00043

Long position

Other⁽³⁾

139,893 A shares

0.00077

Long position

241,596 H shares

0.00133

Long position

Mr. Yuqiang HUANG

Beneficial owner

4,518 A shares

0.00002

Long position

Other⁽⁴⁾

23,499 A shares

0.00013

Long position

30,199 H shares

0.00017

Long position

Notes:

(1)

The calculation is based on the total number of 18,210,234,607 shares of Ping An Group issued and outstanding as of August 31, 2024.

(2)

1,223,278 A shares and 452,992 H shares of Ping An Group were granted to Mr. Yonglin XIE as part of his payroll under the Long-term Service Plan of Ping An Group. Such shares are held by a trust and will be vested upon his retirement subject to certain conditions.

(3)

139,893 A shares and 241,596 H shares of Ping An Group were granted to Ms. Xin FU as part of her payroll under the Long-term Service Plan of Ping An Group. Such shares are held by a trust and will be vested upon her retirement subject to certain conditions.

(4)

23,499 A shares and 30,199 H shares of Ping An Group were granted to Mr. Yuqiang HUANG as part of his payroll under the Long-term Service Plan of Ping An Group. Such shares are held by a trust and will be vested upon his retirement subject to certain conditions

(c)

During the Relevant Period, save as disclosed below, none of Lufax and the directors of Lufax had dealt with for value in any share, derivative, option, warrant and conversion right or other similar right which is convertible or exchangeable into the share of the Offeror Group.

Name of Directors of Lufax

Date

Dealings

Highest
price per
share

(RMB)

Average
price per
share

(RMB)

Mr. Yonglin XIE

June 21, 2024

Vesting of 377,529 A shares of Ping An Group⁽¹⁾

73.13

52.8858

Ms. Xin FU

June 21, 2024

Vesting of 36,035 A shares of Ping An Group⁽²⁾

73.13

49.7418

Mr. Yuqiang HUANG

June 21, 2024

Vesting of 4,518 A shares of Ping An Group⁽³⁾

47.56

46.9102

Notes:

(5)

377,529 A shares of Ping An Group with the average price of RMB52.8858 were vested to Mr. Yonglin XIE pursuant to the Key Employee Share Purchase Plan of Ping An Group, which consists of 87,059, 139,802 and 150,668 A shares of Ping An Group purchased at the price of RMB73.13, RMB47.56 and RMB46.13 per share, respectively.

(6)

36,035 A shares of Ping An Group with the average price of RMB49.7418 were vested to Ms. Xin FU pursuant to the Key Employee Share Purchase Plan of Ping An Group, which consists of 4,327, 9,315 and 22,393 A shares of Ping An Group purchased at the price of RMB73.13, RMB47.56 and RMB46.13 per share, respectively.

(7)

4,518 A shares of Ping An Group with the average price of RMB46.9102 were vested to Mr. Yuqiang HUANG pursuant to the Key Employee Share Purchase Plan of Ping An Group, which consists of 2,465 and 2,053 A shares of Ping An Group purchased at the price of RMB47.56 and RMB46.13 per share, respectively.

120

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP

(d)

As at the Latest Practicable Date, save as disclosed below, none of the subsidiary of Lufax, pension fund of Lufax or of a subsidiary of Lufax, or by a person who is presumed to be acting in concert with Lufax by virtue of class (5) of the definition of acting in concert or who is an associate of Lufax by virtue of class (2) of the definition of associate (but excluding exempt principal traders and exempt fund managers) had any interest in the Ordinary Shares, derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into the Ordinary Shares. During the Relevant Period, none of such person had dealt with for value in any Ordinary Share, derivative, option, warrant and conversion right or other similar right which is convertible or exchangeable into the Ordinary Share;

(e)

As at the Latest Practicable Date, there was no arrangement of the kind referred to in Note 8 to Rule 22 of the Takeovers Code existed between any person and Lufax, or any person who is presumed to be acting in concert with Lufax by virtue of classes (1), (2), (3) and (5) of the definition of “acting in concert” under the Takeovers Code or who is an associate of Lufax by virtue of classes (2), (3) or (4) of the definition of “associate” under the Takeovers Code. During the Relevant Period, none of such person had owned, controlled or dealt with for value in any Ordinary Share, derivative, option, warrant and conversion right or other similar right which is convertible or exchangeable into the Ordinary Share.

(f)

As at the Latest Practicable Date, there was no Ordinary Share, derivative, option, warrant and conversion right or other similar right which is convertible or exchangeable into the Ordinary Share which was managed on a discretionary basis by fund managers (other than exempt fund managers) connected with Lufax. During the Relevant Period, none of such person had owned, controlled or dealt with for value in any Ordinary Share, derivative, option, warrant and conversion right or other similar right which is convertible or exchangeable into the Ordinary Share.

(g)

As at the Latest Practicable Date, none of Lufax and the directors of Lufax had borrowed or lent (excluding any borrowed Ordinary Shares which have been either on-lent or sold) any Ordinary Share, derivative, option, warrant and conversion right or other similar right which is convertible or exchangeable into the Ordinary Share.

(h)

As at the Latest Practicable Date, save as disclosed in the section headed “Letter from the Lufax Board – Information on the Lufax Group – Public float and shareholdings in Lufax”, there was no understanding, arrangement or agreement or special deal between: (1) any shareholder of Lufax; and (2) Lufax, its subsidiaries or associated companies.

6.	ARRANGEMENTS AFFECTING DIRECTORS OF LUFAX

As at the Latest Practicable Date:

(a)

no benefit (other than statutory compensation) was or would be given to any director of Lufax as compensation for loss of office or otherwise in connection with the Offers;

(b)

there was no agreement or arrangement between any director of Lufax and any other person which was conditional on or dependent upon the outcome of the Offers or otherwise connected with the Offers; and

(c)

there was no material contract entered into by the Offeror Group in which any director of Lufax had a material personal interest.

7.	LITIGATION

As at the Latest Practicable Date, neither Lufax nor any of its subsidiaries was engaged in any litigation or arbitration of material importance, and no litigation or claims of material importance is pending or threatened by or against Lufax and any of its subsidiaries.

8.	MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by member of the Lufax Group within the two years preceding the date of the commencement of the Offer Period and up to and including the Latest Practicable Date and which are material:

(a)

the termination agreement dated February 1, 2023 entered into among the registered shareholders of the Consolidated Affiliated Entities (the “Registered Shareholders”), Shanghai Xiongguo Corporation Management Co., Ltd. (上海雄國企業管理有限公司) (“Shanghai Xiongguo”), Shanghai Huikang Information Technology Limited (上海惠康信息技術有限公司) (“Shanghai Huikang”), Shanghai Lufax Information Technology Co., Ltd. (上海陸金所信息科技股份有限公司) (formerly known as Shanghai Lujiazui International Financial Asset Exchange Co., Ltd. (上海陸家嘴國際金融資產交易市場股份有限公司)) (“Shanghai Lufax”), XiShuangBanNa Mercantile Exchange Co., Ltd. (西雙版納商品交易中心股份有限公司) (“XSBN Mercantile”) and Weikun (Shanghai) Technology Service Co., Ltd. (未鯤(上海)科技服務有限公司 ) (formerly known as Shanghai Huiyuan Management Consulting Company Limited (上海惠苑管理諮詢有限公司)) (“Weikun (Shanghai) Technology”), pursuant to which certain contractual arrangements of Lufax were terminated, including the Exclusive Business Cooperation Agreements dated March 23, 2015, the Exclusive Equity Interest Option Agreements dated March 23, 2015, the Exclusive Asset Option Agreements dated March 23, 2015, the Voting Trust Agreements dated March 23, 2015, and the Share Pledge Agreements dated March 23, 2015;

121

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP

(b)

the exclusive business cooperation agreement dated February 1, 2023 entered into between Weikun (Shanghai) Technology and Shanghai Huikang, pursuant to which Shanghai Huikang agreed to engage Weikun (Shanghai) Technology as its exclusive provider of technical, consulting and other services for consideration of agreed service fees;

(c)

the exclusive equity interest option agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, Shanghai Xiongguo, Shanghai Huikang, the Registered Shareholders and the individual shareholders of Xinjiang Tongjun Equity Investment Limited Partnership, Shanghai Lanbang Investment Limited Liability Company and Linzhi Jinsheng Investment Management Limited Partnership (the “Individual Shareholders”), pursuant to which Weikun (Shanghai) Technology was granted an irrevocable and exclusive option to purchase, or designate one or more persons to purchase, the equity interests in Shanghai Huikang then held by Shanghai Xiongguo at the prescribed price;

(d)

the exclusive asset option agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, Shanghai Xiongguo, Shanghai Huikang, the Registered Shareholders and the Individual Shareholders, pursuant to which Weikun (Shanghai) Technology was granted an irrevocable and exclusive option to purchase, or designate one or more persons to purchase, the assets then held by Shanghai Huikang at the prescribed price;

(e)

the voting proxy agreement dated February 1, 2023 entered into among Shanghai Xiongguo, Weikun (Shanghai) Technology, Shanghai Huikang, the Registered Shareholders and the Individual Shareholders, pursuant to which Shanghai Xiongguo authorized Weikun (Shanghai) Technology and the persons designated by Weikun (Shanghai) Technology to act on its behalf to exercise all of its voting and other rights associated with its shareholder’s equity interest in Shanghai Huikang;

(f)

the share pledge agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, Shanghai Xiongguo, Shanghai Huikang, the Registered Shareholders and the Individual Shareholders, pursuant to which Shanghai Xiongguo and the Individual Shareholders pledged all of the equity interest Shanghai Xiongguo holds in Shanghai Huikang as security for the fulfillment of any and all obligations of Shanghai Xiongguo, Shanghai Huikang and the Individual Shareholders under the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement, the exclusive business cooperation agreement and the letters of undertakings of the Individual Shareholders, as well as their respective liabilities arising from any breach;

(g)

the letter of undertakings dated February 1, 2023 executed by Mr. Xuelian YANG to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in Shanghai Huikang to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(h)

the letter of undertakings dated February 1, 2023 executed by Ms. Wenjun WANG to irrevocably undertake that she will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that she holds in Shanghai Huikang to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(i)

the letter of undertakings dated February 1, 2023 executed by Mr. Jingkui SHI to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in Shanghai Huikang to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

122

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP

(j)

the letter of undertakings dated February 1, 2023 executed by Mr. Wenwei DOU to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in Shanghai Huikang to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(k)

the spousal consent letter dated February 1, 2023 executed by Ms. Hongjiang LI, the spouse of Mr. Xuelian YANG, to irrevocably undertake that she waived any rights or entitlements whatsoever to the equity interest that Mr. Xuelian YANG holds in Shanghai Huikang and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(l)

the spousal consent letter dated February 1, 2023 executed by Mr. Xiaozhi FENG, the spouse of Ms. Wenjun WANG, to irrevocably undertake that he waived any rights or entitlements whatsoever to the equity interest that Ms. Wenjun WANG holds in Shanghai Huikang and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(m)

the spousal consent letter dated February 1, 2023 executed by Ms. Xun QI, the spouse of Mr. Jingkui SHI, to irrevocably undertake that she waived any rights or entitlements whatsoever to the equity interest that Mr. Jingkui SHI holds in Shanghai Huikang and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(n)

the spousal consent letter dated February 1, 2023 executed by Ms. Zengjie SUN, the spouse of Mr. Wenwei DOU, to irrevocably undertake that she waived any rights or entitlements whatsoever to the equity interest that Mr. Wenwei DOU holds in Shanghai Huikang and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(o)

the exclusive business cooperation agreement dated February 1, 2023 entered into between Weikun (Shanghai) Technology and Shanghai Lufax, pursuant to which Shanghai Lufax agreed to engage Weikun (Shanghai) Technology as its exclusive provider of technical, consulting and other services for consideration of agreed service fees;

(p)

the exclusive equity interest option agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, Shanghai Xiongguo, Shanghai Huikang, Shanghai Lufax, the Registered Shareholders and the Individual Shareholders, pursuant to which Weikun (Shanghai) Technology was granted an irrevocable and exclusive option to purchase, or designate one or more persons to purchase, the equity interests in Shanghai Lufax then held by Shanghai Xiongguo and Shanghai Huikang at the prescribed price;

123

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP

(q)

the exclusive asset option agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, Shanghai Xiongguo, Shanghai Huikang, Shanghai Lufax, the Registered Shareholders and the Individual Shareholders, pursuant to which Weikun (Shanghai) Technology was granted an irrevocable and exclusive option to purchase, or designate one or more persons to purchase, the assets then held by Shanghai Lufax at the prescribed price;

(r)

the voting proxy agreement dated February 1, 2023 entered into among Shanghai Xiongguo, Shanghai Huikang, Weikun (Shanghai) Technology, Shanghai Lufax, the Registered Shareholders and the Individual Shareholders, pursuant to which Shanghai Xiongguo and Shanghai Huikang authorized Weikun (Shanghai) Technology and the persons designated by Weikun (Shanghai) Technology to act on their behalf to exercise all of their voting and other rights associated with their shareholder’s equity interest in Shanghai Lufax;

(s)

the share pledge agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, Shanghai Xiongguo, Shanghai Huikang, Shanghai Lufax, the Registered Shareholders and the Individual Shareholders, pursuant to which Shanghai Xiongguo, Shanghai Huikang and the Individual Shareholders pledged all of the equity interest Shanghai Xiongguo and Shanghai Huikang hold in Shanghai Lufax as security for the fulfillment of any and all obligations of Shanghai Xiongguo, Shanghai Huikang, Shanghai Lufax and the Individual Shareholders under the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement, the exclusive business cooperation agreement and the letters of undertakings of the Individual Shareholders, as well as their respective liabilities arising from any breach;

(t)

the letter of undertakings dated February 1, 2023 executed by Mr. Xuelian YANG to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in Shanghai Lufax to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(u)

the letter of undertakings dated February 1, 2023 executed by Ms. Wenjun WANG to irrevocably undertake that she will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that she holds in Shanghai Lufax to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(v)

the letter of undertakings dated February 1, 2023 executed by Mr. Jingkui SHI to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in Shanghai Lufax to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(w)

the letter of undertakings dated February 1, 2023 executed by Mr. Wenwei DOU to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in Shanghai Lufax to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

124

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP

(x)

the spousal consent letter dated February 1, 2023 executed by Ms. Hongjiang LI, the spouse of Mr. Xuelian YANG, to irrevocably undertake that she waived any rights or entitlements whatsoever to the equity interest that Mr. Xuelian YANG holds in Shanghai Lufax and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(y)

the spousal consent letter dated February 1, 2023 executed by Mr. Xiaozhi FENG, the spouse of Ms. Wenjun WANG, to irrevocably undertake that he waived any rights or entitlements whatsoever to the equity interest that Ms. Wenjun WANG holds in Shanghai Lufax and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(z)

the spousal consent letter dated February 1, 2023 executed by Ms. Xun QI, the spouse of Mr. Jingkui SHI, to irrevocably undertake that she waived any rights or entitlements whatsoever to the equity interest that Mr. Jingkui SHI holds in Shanghai Lufax and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(aa)

the spousal consent letter dated February 1, 2023 executed by Ms. Zengjie SUN, the spouse of Mr. Wenwei DOU, to irrevocably undertake that she waived any rights or entitlements whatsoever to the equity interest that Mr. Wenwei DOU holds in Shanghai Lufax and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(bb)

the exclusive business cooperation agreement dated February 1, 2023 entered into between Weikun (Shanghai) Technology and Shanghai Xiongguo, pursuant to which Shanghai Xiongguo agreed to engage Weikun (Shanghai) Technology as its exclusive provider of technical, consulting and other services for consideration of agreed service fees;

(cc)

the exclusive equity interest option agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, the Registered Shareholders, Shanghai Xiongguo and the Individual Shareholders, pursuant to which Weikun (Shanghai) Technology was granted an irrevocable and exclusive option to purchase, or designate one or more persons to purchase, the equity interests in Shanghai Xiongguo then held by the Registered Shareholders at the prescribed price;

(dd)

the exclusive asset option agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, the Registered Shareholders, Shanghai Xiongguo and the Individual Shareholders, pursuant to which Weikun (Shanghai) Technology was granted an irrevocable and exclusive option to purchase, or designate one or more persons to purchase, the assets then held by Shanghai Xiongguo at the prescribed price;

125

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP

(ee)

the voting proxy agreement dated February 1, 2023 entered into among Shanghai Xiongguo, Weikun (Shanghai) Technology, the Registered Shareholders and the Individual Shareholders, pursuant to which the Registered Shareholders authorized Weikun (Shanghai) Technology and the persons designated by Weikun (Shanghai) Technology to act on their behalf to exercise all of their voting and other rights associated with their shareholder’s equity interest in Shanghai Xiongguo;

(ff)

the share pledge agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, the Registered Shareholders, Shanghai Xiongguo and the Individual Shareholders, pursuant to which the Registered Shareholders and the Individual Shareholders pledged all of the equity interest the Registered Shareholders hold in Shanghai Xiongguo as security for the fulfillment of any and all obligations of the Registered Shareholders, Shanghai Xiongguo and the Individual Shareholders under the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement, the exclusive business cooperation agreement and the letters of undertakings of the Individual Shareholders, as well as their respective liabilities arising from any breach;

(gg)

the letter of undertakings dated February 1, 2023 executed by Mr. Xuelian YANG to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in Shanghai Xiongguo to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(hh)

the letter of undertakings dated February 1, 2023 executed by Ms. Wenjun WANG to irrevocably undertake that she will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that she holds in Shanghai Xiongguo to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(ii)

the letter of undertakings dated February 1, 2023 executed by Mr. Jingkui SHI to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in Shanghai Xiongguo to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(jj)

the letter of undertakings dated February 1, 2023 executed by Mr. Wenwei DOU to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in Shanghai Xiongguo to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

126

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP

(kk)

the spousal consent letter dated February 1, 2023 executed by Ms. Hongjiang LI, the spouse of Mr. Xuelian YANG, to irrevocably undertake that she waived any rights or entitlements whatsoever to the equity interest that Mr. Xuelian YANG holds in Shanghai Xiongguo and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(ll)

the spousal consent letter dated February 1, 2023 executed by Mr. Xiaozhi FENG, the spouse of Ms. Wenjun WANG, to irrevocably undertake that he waived any rights or entitlements whatsoever to the equity interest that Ms. Wenjun WANG holds in Shanghai Xiongguo and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(mm)

the spousal consent letter dated February 1, 2023 executed by Ms. Xun QI, the spouse of Mr. Jingkui SHI, to irrevocably undertake that she waived any rights or entitlements whatsoever to the equity interest that Mr. Jingkui SHI holds in Shanghai Xiongguo and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(nn)

the spousal consent letter dated February 1, 2023 executed by Ms. Zengjie SUN, the spouse of Mr. Wenwei DOU, to irrevocably undertake that she waived any rights or entitlements whatsoever to the equity interest that Mr. Wenwei DOU holds in Shanghai Xiongguo and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

(oo)

the exclusive business cooperation agreement dated February 1, 2023 entered into between Weikun (Shanghai) Technology and XSBN Mercantile, pursuant to which XSBN Mercantile agreed to engage Weikun (Shanghai) Technology as its exclusive provider of technical, consulting and other services for consideration of agreed service fees;

(pp)

the exclusive equity interest option agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, Shanghai Xiongguo, Shanghai Huikang, XSBN Mercantile, the Registered Shareholders and the Individual Shareholders, pursuant to which Weikun (Shanghai) Technology was granted an irrevocable and exclusive option to purchase, or designate one or more persons to purchase, the equity interests in XSBN Mercantile then held by Shanghai Xiongguo and Shanghai Huikang at the prescribed price;

(qq)

the exclusive asset option agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, Shanghai Xiongguo, Shanghai Huikang, XSBN Mercantile, the Registered Shareholders and the Individual Shareholders, pursuant to which Weikun (Shanghai) Technology was granted an irrevocable and exclusive option to purchase, or designate one or more persons to purchase, the assets then held by XSBN Mercantile at the prescribed price;

(rr)

the voting proxy agreement dated February 1, 2023 entered into among Shanghai Xiongguo, Shanghai Huikang, Weikun (Shanghai) Technology, XSBN Mercantile, the Registered Shareholders and the Individual Shareholders, pursuant to which Shanghai Xiongguo and Shanghai Huikang authorized Weikun (Shanghai) Technology and the persons designated by Weikun (Shanghai) Technology to act on their behalf to exercise all of their voting and other rights associated with their shareholder’s equity interest in XSBN Mercantile;

127

APPENDIX IV

GENERAL INFORMATION RELATING TO THE

LUFAX GROUP

(ss)

the share pledge agreement dated February 1, 2023 entered into among Weikun (Shanghai) Technology, Shanghai Xiongguo, Shanghai Huikang, XSBN Mercantile, the Registered Shareholders and the Individual Shareholders, pursuant to which the Registered Shareholders and the Individual Shareholders pledged all of the equity interest Shanghai Xiongguo and Shanghai Huikang hold in XSBN Mercantile as security for the fulfillment of any and all obligations of Shanghai Xiongguo, Shanghai Huikang, XSBN Mercantile and the Individual Shareholders under the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement, the exclusive business cooperation agreement and the letters of undertakings of the Individual Shareholders, as well as their respective liabilities arising from any breach;

(tt)

the letter of undertakings dated February 1, 2023 executed by Mr. Xuelian YANG to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in XSBN Mercantile to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(uu)

the letter of undertakings dated February 1, 2023 executed by Ms. Wenjun WANG to irrevocably undertake that she will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that she holds in XSBN Mercantile to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(vv)

the letter of undertakings dated February 1, 2023 executed by Mr. Jingkui SHI to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in XSBN Mercantile to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(ww)

the letter of undertakings dated February 1, 2023 executed by Mr. Wenwei DOU to irrevocably undertake that he will observe the obligations under the exclusive business cooperation agreement, the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement or transfer all equity interests and all rights in connection therewith that he holds in XSBN Mercantile to Weikun (Shanghai) Technology or its designated person in the event of death, accident, divorce or others;

(xx)

the spousal consent letter dated February 1, 2023 executed by Ms. Hongjiang LI, the spouse of Mr. Xuelian YANG, to irrevocably undertake that she waived any rights or entitlements whatsoever to the equity interest that Mr. Xuelian YANG holds in XSBN Mercantile and will not make any assertion of rights to such equity interest. The spouse agrees and undertakes not to take any actions contrary to proper performance of the contractual arrangements, including the exclusive equity interest option agreement, the exclusive asset option agreement, the voting proxy agreement and the share pledge agreement;

128

附錄四

與以下內容相關的一般信息這個

陸金所控股群

(YY)

這份日期爲2023年2月1日的配偶同意書由馮小智先生簽署王文軍女士不可撤銷地承諾放棄王文軍女士持有的XSBN Mercantile股權的任何權利或權利，且不會對該等股權的任何權利作出任何主張。這個配偶同意並承諾不會採取任何違反妥善履行合約安排的行動，包括獨家股權期權協議、獨家資產期權協議、投票權代理協議及股權質押協議；

(ZZ)

2023年2月1日的配偶陳訓琪女士簽署的同意書施景奎先生不可撤銷地承諾放棄施敬奎先生於XSBN Mercantile持有之任何股權之任何權利或權利，且不會就該等股權之權利作出任何主張。這個配偶同意並承諾不會採取任何違反妥善履行合約安排的行動，包括獨家股權期權協議、獨家資產期權協議、投票權代理協議及股權質押協議；

(AAA)

2023年2月1日的配偶孫增傑女士簽署的同意書杜文偉先生不可撤銷地承諾放棄杜文偉先生持有的XSBN Mercantile股權的任何權利或權利，且不會對該等股權的權利作出任何主張。這個配偶同意並承諾不會採取任何違反妥善履行合約安排的行動，包括獨家股權期權協議、獨家資產期權協議、投票權代理協議及股權質押協議；

(Bbb)

股份購買協議和可轉換本票的修改和補充協議陸金所控股、平安海外控股和安珂科技於2022年12月6日訂立；以及

(ccc)

Lufax、J.P. Morgan Securities（遠東）於2023年4月11日簽署了發起人協議有限公司、摩根士丹利亞洲有限公司及瑞銀證券香港有限公司就普通股在香港交易所上市事宜聘請他們作爲聯席發起人。

9.	專家和同意書

以下是本報價中包含或提及的信件、意見或建議的專家的姓名和資格文件：


名字		資格
英漢兩國		根據《證券及期貨條例》獲牌照進行第1類（證券交易）、第4類（就證券提供意見）、第6類（就企業融資提供意見）及第9類（資產管理）受規管活動的法團

瑞銀集團		根據證券及期貨條例進行第1類（證券交易）、第4類（就證券提供意見）、第6類（就企業融資提供意見）、第7類（提供自動化交易服務）和第9類（資產管理）條例規管業務

129

附錄四

與以下內容相關的一般信息這個

陸金所控股群

於最後實際可行日期，瑞銀集團及英美資源集團各自已作出及尚未作出撤回對發出本要約文件的書面同意，並在此文件中包括其信件、意見或建議(視情況而定)，並在表格和上下文中提及其名稱、徽標和/或其資格在他們出現的地方。

10.

董事服務合同

於最後可行日期，陸金所控股已與本公司董事訂立以下服務協議及聘書陸金所控股：

陸金所控股的每一位執行董事，即趙勇錫先生和Gregory Dean Gibb先生，都訂立了一份董事與陸金所控股達成協議。任期最初爲三年，由上市日期起計或至上市日期後陸金所控股第三屆股東周年大會爲止(以較早者爲準)(以退任及輪值爲準)。當陸金所控股的公司章程和上市規則要求時)。任何一方均可在不少於三十(30)天或雙方商定的較短期限內發出書面通知，終止協議。每個陸金所控股的執行董事並不享有任何有關其出任董事執行董事的酬金。根據陸金所控股的薪酬政策，陸金所控股執行董事的薪酬包括基本工資、住房公積金、津貼和實物福利、僱主對退休福利計劃的供款和酌情獎金。陸金所控股的執行董事還可能獲得普通期權和待授予的PSU 根據陸金所控股2014年股票激勵計劃和陸金所控股2019年績效股票單位計劃。

每一位非執行董事陸金所控股董事謝永林先生、傅欣欣女士及Huang先生已與陸金所控股訂立董事協議。對於謝永林先生來說，任期初始任期爲三年，自二零二三年八月八日起生效(視乎陸金所控股的組織章程細則及上市規則的規定而退任及輪值)。獻給傅新福女士和陳玉強先生 Huang，任期三年，自上市之日起計或上市日後陸金所控股第三屆股東周年大會止，兩者以較早者爲準(視需要退任及輪換) 根據陸金所控股的公司章程及上市規則)。任何一方均可在不少於三十(30)天或雙方商定的較短期限內發出書面通知，終止協議。每一位非執行董事陸金所控股董事無權獲得董事與其委任爲董事有關的任何費用或報酬非執行董事董事的陸金所控股。

每個獨立的非執行董事尊敬的陸金所控股董事楊汝生先生，王衛東Li先生、張旭東先生、David祥林Li先生與董事簽訂陸金所控股協議。任期最初爲三年，自上市之日起或至第三屆年度會員大會爲止。陸金所控股於上市日期後舉行股東大會，以較早者爲準(視乎陸金所控股之組織章程細則及上市規則之規定退任及輪值)。任何一方均可通過不少於以下的方式終止協議三十(30)天的書面通知，或雙方可能商定的較短期限。每名獨立人士的薪酬非執行董事陸金所控股董事每季度12.5萬元。

除上文所披露者外，陸金所控股董事的酬金(如有)概不涉及浮動薪酬。

11.

其他

(a)

Lufax的註冊辦事處位於Maples Corporate Services Limited，PO郵政信箱309，Ugland House 大開曼島， KY1-1104，開曼群島。

(b)

陸金所控股根據《公司條例》第16部在香港註冊的主要營業地點爲位於香港九龍觀塘道348號宏利廣場5樓。

130

附錄四

與以下內容相關的一般信息這個

陸金所控股群

(c)

陸金所控股在中國的總部和主要營業地點位於弄堂6號樓。中國上海市浦東新區錦繡東路2777號。

(d)

截至最後實際可行日期，Lufax董事會由Yong Suk CHO先生和Gregory Dean先生組成 GIBb擔任Lufax的執行董事，謝永林先生、付新女士和黃玉強先生擔任非執行董事陸法克斯董事、楊如生先生、李偉東先生、先生張旭東和李翔林先生作爲獨立人士非執行董事陸法克斯的董事。

(e)

瑞銀在香港的註冊地址爲金融8號國際金融中心2號52樓香港中環大街。

(f)

英中集團的主要營業地址位於諾諾市8號交易廣場二期40樓4001室。香港中環廣場。

12.

展出的文件

以下文件的副本已刊登於香港證券交易委員會網站（http：www.sfc.hk）;及Lufax (https://ir-hk.lufaxholding.com/)，) 自本要約文件之日起至（含）投標日期：

(a)陸法克斯的章程大綱和章程;

(b)陸法克斯2023年4月11日的上市文件、2023年年度報告和2024年中期業績;

(c)Lufax董事會的信函，其文本載於本要約文件中;

(d)Lufax獨立董事委員會的信函，其文本載於本要約文件中;

(e)Lufax獨立財務顧問的信函，其文本載於本要約文件中;

(f)標題爲「8.」的段落中提到的重大合同本附錄中的材料合同”;

(g)標題爲「9.」的段落中提到的書面同意本附錄中的專家和同意”;和

(h)標題爲「10.」的段落中提到的服務合同本附錄中的董事服務合同”。

131