F-6 POS 1 e619066_f6pos-lufax.htm

 

As filed with the Securities and Exchange Commission on November 20, 2023 Registration No. 333 - 256887

 

 

 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

 

 

 

lufax holding ltd

(Exact name of issuer of deposited securities as specified in its charter)

 

 

 

N/A 

(Translation of issuer’s name into English)

 

 

 

Cayman Islands

(Jurisdiction of incorporation or organization of issuer)

 

 

 

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

 

 

 

388 Greenwich Street 

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

 

 

Cogency Global Inc.  

122 East 42nd Street, 18th Floor

New York, N.Y. 10168

+1 (800) 221-0102

(Address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Haiping Li, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

46th Floor, Jing An Kerry Centre, Tower II

1539 Nanjing West Road

Shanghai

The People’s Republic of China

+86 21-6193-8200

Herman H. Raspé, Esq. 

Patterson Belknap Webb & Tyler LLP

1133 Avenue of the Americas

New York, New York 10036

United States of America

(212) 336-2301

 

 

 

 

It is proposed that this filing become effective under Rule 466: ☐ immediately upon filing.
  ☐ on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box: ☐

  

The Registrant hereby amends this Post-Effective Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

This Post-Effective Amendment No. 1 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

 

ii

 

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

Cross Reference Sheet

 

Item 3.DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption

  

Location in Form of American

Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus

     
1. Name of Depositary and address of its principal executive office   Face of Receipt -  Introductory Article.
       
2. Title of Receipts and identity of deposited securities   Face of Receipt  - Top Center.
         
Terms of Deposit:    
       
  (i) The amount of deposited securities represented by one American Depositary Share (“ADSs”)   Face of Receipt  - Upper right corner.
         
  (ii) The procedure for voting, if any, the deposited securities   Reverse of Receipt  - Paragraphs (17)
and (18).
         
  (iii) The collection and distribution of dividends   Reverse of Receipt – Paragraph (15).
         
  (iv) The transmission of notices, reports and proxy soliciting material   Face of Receipt  - Paragraph (14);
Reverse of Receipt – Paragraph (18).
         
  (v) The sale or exercise of rights  

Reverse of Receipt – Paragraphs (15) and (17).

 

  (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization  

Face of Receipt - Paragraphs (3) and (6);

Reverse of Receipt - Paragraphs (15) and (17).

         
  (vii) Amendment, extension or termination of the deposit agreement   Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
         

 

I-1

 

 

Item Number and Caption  

Location in Form of American

Depositary Receipt (“Receipt”)

Filed Herewith as Prospectus

         
  (viii) Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs   Face of Receipt - Paragraph (14).
         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities  

Face of Receipt – Paragraphs (2), (4), (6), (8), (9), and (10).

Reverse of Receipt – Paragraph (25).

         
  (x) Limitation upon the liability of the Depositary  

Face of Receipt - Paragraphs (8) and (12);

Reverse of Receipt - Paragraphs (15), (16), (18), (19), (20), (21), and (25).

         
  (xi) Fees and charges which may be imposed directly or indirectly on holders of ADSs   Face of Receipt – Paragraph (11).
         
Item 4.  AVAILABLE INFORMATION   Face of Receipt - Paragraph (14).

 

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

 

I-2

 

 

PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 and is incorporated herein by reference.

 

I-3

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 5.EXHIBITS

 

(a)(i)Form of Amendment No. 1 to Deposit Agreement, by and among Lufax Holding Ltd (the “Company”), Citibank, N.A. (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. – Filed herewith as Exhibit (a)(i).

 

(a)(ii)Deposit Agreement, dated as of November 3, 2020, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “Deposit Agreement”) ___ Previously filed as Exhibit (a) to the Form F-6 Registration Statement (Reg. no.: 333-256887) with the Commission on June 8, 2021.

  

(b)Dual Listing Letter Agreement, dated as of April 11, 2023, by and between the Company and the Depositary.

 

(c)Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ___ None.

 

(d)Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Previously filed as Exhibit (d) to the Form F-6 Registration Statement (Reg. no.: 333-256887) with the Commission on June 8, 2021.

 

(e)Certificate under Rule 466. ___ None.

 

(f)Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto.

 

 

 

 

Item 6.UNDERTAKINGS

 

(a)The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, dated as of November 3, 2020, as proposed to be amended (the “Deposit Agreement”), by and among Lufax Holding Ltd, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 20th day of November, 2023.

 

  Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing a specified number of fully paid ordinary shares of Lufax Holding Ltd
   
  CITIBANK, N.A., solely in its capacity as Depositary
       
  By: /s/ Keith Galfo
    Name:   Keith Galfo
    Title:     Vice President

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Lufax Holding Ltd certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Shanghai, China, on November 20, 2023.

 

  LUFAX HOLDING LTD
       
  By:   /s/ Yong Suk Cho
    Name: Yong Suk Cho
    Title: Chairman of the Board and Chief Executive Officer

 

 

 

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Yong Suk Cho and Gregory Dean Gibb to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on November 20, 2023.

 

Signature   Title
     
/s/ Yong Suk Cho

 

Chairman of the Board and Chief Executive

Officer

Yong Suk Cho

   (Principal Executive Officer)
     
/s/ Gregory Dean Gibb

 

Director and Co-Chief Executive Officer

Gregory Dean Gibb

  
     

/s/ Yonglin Xie

  

Director

Yonglin Xie

    
     

/s/ Xin Fu

  

Director

Xin Fu

    
     

/s/ Yuqiang Huang

 

Director

Yuqiang Huang

    
     

/s/ Rusheng Yang

  

Independent Director

Rusheng Yang

    
     

/s/ Weidong Li

  

Independent Director

Weidong Li

    
     
/s/ Xudong Zhang   Independent Director

Xudong Zhang

    
     
/s/ David Xianglin Li    Independent Director

David Xianglin Li 

    
     
/s/ David Siu Kam Choy   

Chief Financial Officer 

David Siu Kam Choy 

   (Principal Financial and Accounting Officer)

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Lufax Holding Ltd has signed this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in New York, New York, on November 20, 2023.

 

Cogency Global Inc.,  
Authorized Representative in the U.S.  
     
By: /s/ Colleen A. De Vries  
  Name:  Colleen A. De Vries  
 

Title:    Senior Vice President for and on

             behalf of Cogency Global Inc

  

 

 

 

 

Index to Exhibits

 

Exhibit Document

Sequentially

Numbered Page

(a)(i)

Form of Amendment No. 1 to

Deposit Agreement

  
     
(b) Dual Listing Letter Agreement