EX-4.8

EX-4.8 8 d934009dex48.htm EX-4.8 EX-4.8

Exhibit 4.8

SECURITIES EXCHANGE AGREEMENT

DATED 23 SEPTEMBER 2020

BY AND AMONG

LUFAX HOLDING LTD

(陆金所控股有限公司)

- and -

EACH INVESTOR LISTED IN SCHEDULE 1

Table of Contents


		Page
1.	DEFINITIONS AND INTERPRETATION		3

2.	EXCHANGE OF CLASS C ORDINARY SHARES FOR NOTES		10

3.	CLOSING		10

4.	WARRANTIES		13

5.	COVENANTS		13

6.	CONDITIONS TO CLOSING		15

7.	INDEMNIFICATION		16

8.	FORCE MAJEURE		18

9.	TERMINATION AND SURVIVAL		18

10.	TAXES AND COSTS		19

11.	SEVERAL AND NOT JOINT		19

12.	NO PARTNERSHIP		20

13.	ANNOUNCEMENTS AND CONFIDENTIALITY		20

14.	SUCCESSORS IN TITLE		21

15.	ENTIRE AGREEMENT		21

16.	VARIATIONS		21

17.	WAIVER		21

18.	SEVERABILITY		22

19.	NOTICES		22

20.	COUNTERPARTS		22

21.	GOVERNING LAW AND DISPUTE RESOLUTION		23

22.	THIRD PARTY RIGHTS		23

23.	LANGUAGE VERSION		23


Schedule 1	LIST OF INVESTORS	44

Schedule 2	FORM OF NOTES	47

Schedule 3	COMPANY REPRESENTATIONS AND WARRANTIES	101

Schedule 4	INVESTOR REPRESENTATIONS AND WARRANTIES	102

Schedule 5	SECURITYHOLDERS AGREEMENT	103

Schedule 6	RESTATED ARTICLES	104

Schedule 7	SHAREHOLDING STRUCTURE	105

THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made on 23 September 2020

BY AND AMONG:

(1)	Lufax Holding Ltd (陆金所控股有限公司), an exempted company registered in the Cayman Islands whose registered office is at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (the “Company”); and

(2)	Each investor listed in Schedule 1 (collectively referred to as the “Investors” and each, an “Investor”),

(each, a “Party” and, collectively, the “Parties”). Each Person which executes and delivers a counterpart signature page to this Agreement as an “Additional Investor” after the date hereof and on or prior to the Additional Investors Deadline (as defined below) pursuant to Section 2.1 is referred to herein as an “Additional Investor”, and collectively as the “Additional Investors” and shall thereupon be deemed to have entered into, and be party to, this Agreement and the terms “Investor” and “Investors”, and “Party” and “Parties” shall thereafter be construed accordingly to include such Additional Investor and the Additional Investors, respectively.

RECITALS

A.	The Company is an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands.

On the terms and subject to the conditions set out in this Agreement, the Company intends to issue one or more convertible promissory notes in the form attached in Schedule 2 Part A (each, an “Automatically Convertible Note” and collectively, the “Automatically Convertible Notes”) and/or Schedule 2 Part B (each, an “Optionally Convertible Note” and collectively, the “Optionally Convertible Notes”; and together with the Automatically Convertible Notes each, a “Note” and collectively, the “Notes”), of such type and in such principal amount as set forth opposite such Investor’s name in Schedule 1, to each Investor, and each Investor intends to purchase from the Company such Investor’s Note or Notes in exchange for the transfer by such Investor of all of the Class C Ordinary Shares held by such Investor to the Company.

IT IS ACCORDINGLY AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1.	In this Agreement the following words and expressions shall (unless the context requires otherwise) have the following meanings:

“Account” is defined in Section 3.2.3.

“Additional Investors Deadline” means the earlier of (i) the date of closing of any Qualified Listing, or (ii) 30 September 2020, or such later date as the Company and any Investor may agree in writing, solely with respect to such Investor.

“Affiliate” means, with respect to a person, any other person that, directly or indirectly, controls, is controlled by or is under common control with, such person; “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any person, means (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or by contract or otherwise or (ii) the ownership of more than fifty per cent (50%) of a person’s voting securities. For the purpose of this Agreement, the Affiliates of the Parties do not include the Company; the Affiliates of the C-round Lead Investor shall be deemed to include the C-round Lead Investor Affiliate; and the Affiliates of the C-round Lead Investor Affiliate shall be deemed to include the C-round Lead Investor.

“Business Day” means a day (which for these purposes ends at 5:30 p.m. local time) on which banks are open for commercial business in the Cayman Islands, Qatar, Hong Kong and China other than a Friday, Saturday, Sunday or a public holiday.

“Claim” is defined in Section 7.3.

“Claim Notice” is defined in Section 7.3.1.

“Class A Ordinary Shares” means the class A ordinary Shares of USD0.00001 each in the capital of the Company, each having the rights and preferences set forth in (i) the Current Articles and, immediately following the Closing, in the Restated Articles, and (ii) the Shareholders Agreement.

“Class B Ordinary Shares” means the class B ordinary Shares of USD0.00001 each in the capital of the Company, each having the rights and preferences set forth in (i) the Current Articles and, immediately following the Closing, in the Restated Articles, and (ii) the Shareholders Agreement.

“Class C Ordinary Shares” means the class C ordinary Shares of USD0.00001 each in the capital of the Company, each having the rights and preferences set forth in (i) the Current Articles and, immediately following Closing, in the Restated Articles, and (ii) the Shareholders Agreement.

“Closing” is defined in Section 3.1.

“Closing Date” is defined in Section 3.2.

“Companies Law” means the Companies Law (as amended) of the Cayman Islands.

“Company Conditions” is defined in Section 6.2.

“Company ESOP” means the Company’s employee stock option plan approved by the board of directors of the Company on 12 December 2014 and as amended from time to time.

“Company Phase II ESOP” means the Company’s employee stock option plan approved by the board of directors of the Company on 21 August 2015 and as amended from time to time.

“Company PSU Plan” means the Company’s employee performance share unit plan approved by the board of directors of the Company on 4 September 2019 and as amended from time to time.

“Company Warranties” means the representations and warranties of the Company as set out in Schedule 3.

“Conditions” means the Company Conditions and the Investor Conditions.

“Confidential Information” means any information of a confidential or commercially sensitive nature (however stored), whether or not marked as such, relating to the business, customers or financial or other affairs of the Investor or any Group Company, including without limitation any information set out in Section 13.2.

“Conversion Shares” means the Class A Ordinary Shares issued upon any conversion of the Notes in accordance with the terms and conditions set out therein.

“Convertible Promissory Note Holder(s)” means China Ping An Insurance Overseas (Holdings) Limited, An Ke Technology Company Limited and/or any other holder of any of the Convertible Promissory Notes from time to time.

“Convertible Promissory Notes” means, together:

(a) the USD1,015,976,000 0.7375% convertible promissory note issued by the Company to China Ping An Insurance Overseas (Holdings) Limited on 8 October 2015; and

(b) the USD937,824,000 0.7375% convertible promissory note issued by the Company to China Ping An Insurance Overseas (Holdings) Limited and subsequently transferred to An Ke Technology Company Limited, in each case on 8 October 2015, and in each case, as amended pursuant to the Amendment and Supplemental Agreement to the Share Purchase Agreement and the Convertible Notes dated as of August 31, 2020 among the Company and the Ping An Shareholders,

and each a “Convertible Promissory Note”.

“Corporate Approvals” is defined in Section 6.1.1.

“C-round Investor” means any holder of Class C Ordinary Shares.

“C-round Lead Investor” means F3 Holding LLC.

“C-round Lead Investor Affiliate” means DIC Holding LLC.

“C-round Share Subscription Agreement” means the share subscription agreement dated 6 September 2018, as amended as of 27 November 2018 and 27 December 2018 and as may be amended from time to time thereafter in accordance with its terms, entered into by each of the C-round Investors party thereto and the Company.

“Current Articles” means the fourth amended and restated memorandum of association and the sixth amended and restated articles of association of the Company that are currently filed and are the effective memorandum and articles of association of the Company as at the date of this Agreement.

“Encumbrance” means any rights of pledge, mortgage, liens or attachments or similar charges, right of first refusal, right of pre-emption, third party right or any other encumbrance having similar effect.

“Exchange Shares” means, with respect to each Investor, the number of Class C Ordinary Shares set forth opposite such Investor’s name in Schedule 1.

“Fully Diluted Basis” means all outstanding Shares assuming the issuance of all Shares issuable upon conversion or exercise of any outstanding convertible securities of the Company, including without limitation the Convertible Promissory Notes and all Class A Ordinary Shares reserved for issuance pursuant to the Company ESOP, Company Phase II ESOP and Company PSU Plan.

“Governmental or Regulatory Authority” means any nation or government or any province or state, municipal or local or any other political subdivision thereof, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, any court, tribunal or arbitrator, stock or securities exchange and any self-regulatory organization.

“Group Company” and “Group Companies” means, individually and collectively, the Company and its Subsidiaries as at the Closing, including without limitation all the entities in which the Company or any of its Subsidiaries is directly or indirectly interested by virtue of a variable interest entity (VIE) arrangement, and “Group” shall be interpreted accordingly.

“HKIAC” is defined in Section 21.2.

“HKIAC Rules” is defined in Section 21.2.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Indemnified Party” is defined in Section 7.1.

“Investor Conditions” is defined in Section 6.1.

“Investor Warranties” means the several representations and warranties of each of the Investors as set out in Schedule 4.

“Law” or “Laws” means any constitutional provision, statute or other law, rule, regulation, listing rule, decree, notice, official policy, guideline or interpretation of any Governmental or Regulatory Authority.

“Loan Facility” means the Facility Agreement dated 13 February 2020 for Wincon HK (as borrower), arranged by Citigroup Global Markets Asia Limited and The Hongkong and Shanghai Banking Corporation Limited.

“Long-stop Date” means, in respect of each Investor, the earlier of (i) the date of closing of any Qualified Listing, or (ii) 31 December 2020, or such later date as the Company and that Investor may agree in writing.

“Loss” and “Losses” are defined in Section 7.1.

“Person” means any individual, sole proprietorship, partnership, limited partnership, limited liability company, firm, joint venture, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or Governmental or Regulatory Authority or other enterprise or entity of any kind or nature.

“Ping An Shareholders” means An Ke Technology Company Limited, a company registered in Hong Kong and China Ping An Insurance Overseas (Holdings) Limited, a company registered in Hong Kong.

“PRC” or “China” means the People’s Republic of China, which for the purposes of this Agreement, excludes Hong Kong, the Special Administrative Region of Macao and Taiwan.

“PRC Capital Gains Tax” means, with respect to any Investor, any Taxes imposed in the PRC pursuant to the PRC Corporate Income Tax Law and/or the Detailed Implementation Rule of the PRC Corporate Income Tax Law in respect of capital gains arising to such Investor as a result of the transactions contemplated by this Agreement.

“Principal Amount” means, with respect to each Investor, the aggregate amount set forth opposite such Investor’s name in Schedule 1 with respect to such Investor’s Note or Notes.

“Qualified Listing” has the meaning ascribed to such term in the Securityholders Agreement.

“Restated Articles” means the fourth amended and restated memorandum of association and the seventh amended and restated articles of association of the Company to be adopted on or prior to the first Closing Date to occur under this Agreement, with effect upon the consummation of such first Closing, in the form attached hereto as Schedule 5.

“Retained Amount” is defined in Section 3.4.

“Return Amount” means, with respect to each Investor, an amount equal to the return represented by interest on the aggregate subscription amount paid to the Company in consideration for the issuance of its Exchange Shares (which amount, for the avoidance of doubt, is equal to such Investor’s Principal Amount) accruing at a rate of six percent (6%) per annum, computed on the basis of the actual number of days elapsed (including the first day and the last day) and a year of three hundred sixty-five (365) days, from, and including, the date on which such Exchange Shares were issued by the Company to, and including, the Closing Date.

“Securityholders Agreement” means the securityholders agreement to be entered into among the Company, the Ping An Shareholders, Tun Kung and the Investors on the Closing Date in the form attached hereto as Schedule 4.

“Shareholders Agreement” means the amended and restated shareholders agreement entered into among the Company and its shareholders on 31 January 2019, as amended from time to time.

“Shares” means collectively the ordinary shares (including Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares) in the share capital of the Company.

“Special Resolution” has the meaning ascribed to such term in the Current Articles.

“Subsidiary” means, as to any Person, any Person (A) of which such first Person directly or indirectly owns securities or other equity interests representing more than fifty percent (50%) of the aggregate voting power, (B) of which such first Person possesses the right to elect more than fifty percent (50%) of the directors or Persons holding similar positions through contractual arrangements (including without limitation variable interest entity (VIE) arrangements) or otherwise, (C) which such first Person otherwise controls through contractual arrangements (including without limitation variable interest entity (VIE) arrangements) or otherwise or (D) the financial position and results of operation of which such first Person could be consolidated if preparing financial statements under International Financial Reporting Standards.

“Tax” or “Taxes” means any federal, state, local or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, levy, surcharge or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“Transaction Documents” means collectively this Agreement, the Notes, the Securityholders Agreement, and the Restated Articles.

“Tun Kung” means Tun Kung Company Limited, a company registered in the British Virgin Islands.

“USD”, “United States Dollars” or “US$” means United States dollars, the lawful currency of the United States of America.

“Wincon HK” means Wincon Hong Kong Investment Company Limited, a company incorporated in Hong Kong whose registered office is at 26th Floor, Three Exchange Square, 8 Connaught Place, Central, Hong Kong.

1.2.	In this Agreement (unless the context otherwise requires):

1.2.1

words and phrases which are defined or referred to in or for the purposes of the Companies Law as each is in force on the date of this Agreement have the same meanings in this Agreement (unless otherwise expressly defined in this Agreement);

1.2.2

reference to any gender includes all genders, references to the singular includes the plural (and vice versa), and references to persons includes bodies corporate, unincorporated associations and partnerships (whether or not any of the same have a separate legal personality);

1.2.3

reference to a statute or a statutory provision includes reference to:

(a)

the statute or statutory provision as modified or re-enacted or both from time to time, except to the extent that any modification, amendment, consolidation, re-enactment or replacement made after the date of this Agreement would increase the liability of any of the Parties; and

(b)

any subordinate legislation made under the statutory provision (as modified or re-enacted as set out (but subject to the exception) in Section 1.2.3(a) above);

1.2.4

reference to writing includes any method of representing or reproducing words in a legible form;

1.2.5

reference to a Section or Schedule is to a Section of, or Schedule to, this Agreement, and reference to a paragraph is to a paragraph of a Schedule to this Agreement;

1.2.6

reference to the Parties to this Agreement includes their respective permitted assigns;

1.2.7

reference to any Party to this Agreement comprising more than one person includes each person constituting that Party;

1.2.8

the contents list and headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement;

1.2.9

this Agreement hereby incorporates all schedules and exhibits attached herewith, which shall be deemed an integral part hereof;

1.2.10

words denoting the singular include the plural and vice versa;

1.2.11

general words shall not be given a restrictive meaning by reason of their being preceded or following by words indicating a particular class of matters or by examples falling within the general words and, accordingly, any phrase introduced by the terms “other”, “including”, “including without limitation”, “include” and “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding them; and

1.2.12

if any amount in a certain currency is to be translated into an equivalent amount in another currency, such translation shall be done at the relevant daily spot rate of exchange reported by the People’s Bank of China which appears on the Reuters Screen “SAEC” Page at the end of the day on the second Business Day immediately prior to the date on which such amount is required to be paid.

1.3.

Unless otherwise specifically provided, where any resolution or document is required by this Agreement to be signed by any person, the reproduction of the signature of such person by fax or email attaching a true pdf copy shall suffice, provided that the original signed resolution or document is despatched in the manner provided in Section 19.

2.	EXCHANGE OF CLASS C ORDINARY SHARES FOR NOTES

2.1.

On the terms and subject to the conditions of this Agreement, each of the Investors shall, severally but not jointly, sell and transfer to the Company, such Investor’s Exchange Shares, without any Encumbrance, and in consideration for which the Company shall issue and sell to such Investor its Note or Notes of such type and in such principal amount as set forth opposite such Investor’s name in Schedule 1, without any Encumbrance. From the date hereof until the Additional Investor Deadline, (i) the Company may agree to issue and allot a Note or Notes to one or more Additional Investors, in consideration of the transfer by such Additional Investors of its Exchange Shares, in an aggregate principal amount equal to the subscription amount paid to the Company in consideration for the issuance of such Additional Investor’s Exchange Shares, (ii) each such Additional Investor shall execute and deliver to the other Parties a counterpart signature page to this Agreement as an “Additional Investor”, and (iii) Schedule 1 hereto shall be deemed amended to include each Additional Investor and its respective information, including without limitation the principal amount and type of such Note or Notes for such Additional Investor as agreed between the Company and such Additional Investor.

3.	CLOSING

3.1.	Subject to Section 6, the consummation of the transactions contemplated by Section 2.1 by the Company and each Investor (the “Closing”) shall take place at Davis Polk & Wardwell, Hong Kong on 30 September 2020 or, at such other time and place as the Company and such Investor agree in writing.

3.2.	Concurrently by no later than 4:30pm Hong Kong time on the date of the Closing (the “Closing Date”):

3.2.1

The Company shall deliver to each Investor:

(a)

unless the relevant Condition has been waived, certified true copies of all resolutions approved by the shareholders of the Company and board of directors of the Company related to (i) the transactions contemplated by this Agreement and the other Transaction Documents; and (ii) the adoption of the Restated Articles on or prior to the first Closing Date to occur under this Agreement, with effect upon the consummation of such first Closing;

(b)

such Investor’s Note or Notes of such type and in such principal amount as set forth opposite such Investor’s name in Schedule 1, executed by the Company;

(c)

the Securityholders Agreement (to be dated as of the Closing Date) executed by the Company, the Ping An Shareholders, Tun Kung and each of the other Investors which is consummating or has consummated the Closing on or prior to the Closing Date; and

(d)

the Restated Articles as adopted on or before the first Closing Date to occur under this Agreement, with effect upon the consummation of such first Closing.

3.2.2

Each Investor shall deliver to the Company:

(a)

certified copies of all resolutions or equivalent documents approved by the governing body of such Investor relating to the transactions contemplated by this Agreement and the other Transaction Documents;

(b)

the share certificate representing such Investor’s Exchange Shares;

(c)

such Investor’s Note or Notes of such type and in such principal amount as set forth opposite such Investor’s name in Schedule 1, executed by such Investor; and

(d)

the Securityholders Agreement executed by such Investor.

3.3.	On the Closing Date,

3.3.1

the Company shall deposit such Investor’s Return Amount, less such Investor’s Retained Amount, by wire transfer of USD in immediately available funds to the bank account set forth opposite such Investor’s name in Schedule 1 or as otherwise provided by such Investor to the Company (with respect to each Investor, its “Account”), and the Company shall deliver to such Investor the “MT-103” or equivalent written evidence of the initiation of wiring of such amount to its Account for payment of USD;

3.3.2

all documents and items delivered at Closing pursuant to Sections 3.2.1 and 3.2.2, shall be held by the recipient to the order of the Party delivering the same until such time as Closing shall have taken place pursuant to Section 3.3.3; and

3.3.3

simultaneously with:

(a)

delivery of all documents and items required to be delivered at Closing (or waiver of such delivery by the Party entitled to receive the relevant document or item) in accordance with Sections 3.2.1 and 3.2.2; and

(b)

delivery to such Investor of the “MT-103” or equivalent written evidence of the initiation of wiring of such Investor’s Return Amount, less its Retained Amount, to its Account in accordance with Section 3.3.1,

the documents and items delivered pursuant to Sections 3.2.1 and 3.2.2 shall cease to be held to the order of the Party delivering them and Closing shall have taken place.

3.3.4

On the Closing Date, following Closing, the Company shall deliver:

(a)

a pdf scanned copy of the updated register of Noteholders reflecting such Investor as the holder of the Investor’s Note or Notes of such type and in such principal amount as set forth opposite such Investor’s name in Schedule 1; and

(b)

a pdf scanned copy of the updated register of members of the Company reflecting the repurchase and cancellation of such Investor’s Exchange Shares.

3.4.

The Company shall withhold or deduct an amount equal to ten percent (10%) of the Return Amount (with respect to each Investor, its “Retained Amount”) from the payment of the Return Amount to each Investor pursuant to Section 3.3. Within ten (10) Business Days after the receipt by the Company of: (a) a copy of the acknowledgement receipt issued by the relevant PRC Tax Bureau in relation to the filing made by such Investor under the “Announcement of the State Taxation Administration on Several Issues concerning the Enterprise Income Tax on the Indirect Transfers of Properties by Non-Resident Enterprises” Public Notice [2015] No. 7 (国家税务总局关于非居民企业间接转让财产企业所得税若干问题的公告国家税务总局公告2015 年第7 号) issued by the China State Administration of Taxation (“Public Notice 7”) to the competent, in-charge PRC Tax Bureau with respect to the transactions contemplated by this Agreement (such report, the “Transaction Report” and such tax bureau, the “Tax Bureau”); and (b) (i) with respect to any Investor entitled to an exemption from PRC Capital Gains Tax under an applicable double-tax treaty, a receipt chopped by the Tax Bureau evidencing completion of the tax filing made by such Investor under the “Administrative Measures on Non-resident Taxpayers Claiming Tax Treaty Benefits” Public Notice No. 35 (each, a “Tax Treaty Filing”) with the Tax Bureau, or (ii) a tax payment certificate chopped by the Tax Bureau evidencing payment by such Investor of such Investor’s PRC Capital Gains Tax to the Tax Bureau (each, a “Tax Payment Certificate”), the Company shall pay such Investor’s Retained Amount by wire transfer of USD in immediately available funds to its Account, and deliver to such Investor the “MT-103” or equivalent written evidence of the initiation of wiring of such amount to its Account for payment of USD.

3.5.

Each Investor shall prepare and file, in a timely manner in accordance with applicable Laws, its Transaction Report and, if applicable, its Tax Treaty Filing, and shall comply with its obligations under applicable Law with respect to any PRC Capital Gains Tax. The Company shall, and shall procure that its duly authorised agents, promptly cooperate in good faith with any reasonable request by any Investor for information from the Company necessary or appropriate for such Investor’s preparation of its Transaction Report and, if applicable, its Tax Treaty Filing.

3.6.

No provision of Section 3.4 or Section 3.5 shall require any Investor to provide any information or documentation to the Company if that Investor believes that any such information or documentation is confidential or that the provision of such information or documentation to the Company would be prejudicial to the affairs of that Investor or any of its Affiliates.

3.7.

Each Investor shall indemnify and hold the Company harmless against any and all Losses, incurred or sustained by any Group Company, directly or indirectly, as a result of any PRC Capital Gains Tax allocable to that Investor. Sections 7.5 to 7.7 shall apply to the indemnity given by the Investors under this clause as they apply to the Company’s indemnity under Section 7.1, mutatis mutandis.

4.	WARRANTIES

4.1.	As of the date of this Agreement and the Closing Date, the Company hereby represents and warrants to each of the Investors that each of the Company Warranties is true and accurate.

4.2.	As of the date of this Agreement and the Closing Date, each Investor, severally but not jointly, hereby represents and warrants to the Company that each of the Investor Warranties is true and accurate with respect to such Investor.

4.3.	Neither the Company nor any Investor shall be liable under this Section 4 with respect to any action taken in accordance with and pursuant to express provisions of the Transaction Documents.

5.	COVENANTS

5.1.	Further Assurances.

5.1.1

The Company shall have responsibility for satisfaction of the Conditions in Sections 6.1.2 and 6.1.4, and shall use its best efforts to obtain satisfaction of the Conditions in Sections 6.1.1 and 6.2.1, and each of the Investors shall have responsibility for satisfaction of the Condition in Section 6.2.3 with respect to itself, and thereafter the Parties shall work together, where applicable, to effectuate transactions contemplated by this Agreement as soon as reasonably practicable. Without limiting the generality of the foregoing, each Party shall, as soon as reasonably practicable: (i) make all filings and give all notices required to be made or given by such Party in connection with the transactions contemplated by this Agreement; and (ii) use its best efforts to obtain any consent required to be obtained (pursuant to any applicable Law, contract or otherwise) by such Party in connection with the transactions contemplated by this Agreement.

5.1.2

At any time if the Party responsible for satisfaction of a Condition becomes aware of a fact or circumstance that might reasonably be expected to prevent such Condition being satisfied, or if a Party becomes aware of a fact or circumstance that might reasonably be expected to prevent any other Condition being satisfied, it shall inform the other Parties in writing immediately.

5.1.3

Each Party shall, subject to applicable Law and the attorney-client privilege: (a) give the other Parties prompt notice of the commencement of any legal proceeding by or before any Governmental or Regulatory Authority with respect to the transactions contemplated by this Agreement; (b) keep the other Parties informed in writing as to the status of any such legal proceeding; and (c) promptly inform the other Parties in writing of any communication from any Governmental or Regulatory Authority regarding the transactions contemplated by this Agreement.

5.1.4

Except as expressly set forth in the Securityholders Agreement or in connection with any Tax Treaty Filing, the Company agrees that it has not entered with any Investor on or prior to the date of this Agreement, and undertakes that it will not enter with any Investor or other Shareholders on or after the date of this Agreement in connection with any of the transactions contemplated by this Agreement, into any agreement or contractual arrangement which grants to such Investor or other Shareholder more favourable terms or treatment than those granted to any Investor under the this Agreement, the Securityholders Agreement and the Restated Articles. If any such agreement or contractual arrangement has been or is entered into by the Company, the Company shall notify the Investors as soon as possible but in any event not later than ten (10) Business Days after the later of (i) the date of this Agreement; and (ii) the entry into such agreement or contractual arrangement, and provide to the Investors in writing the relevant details of such more favourable terms and such further details as the Investors may reasonably request. The Company shall offer (or procure to offer) unconditionally such more favourable terms or treatment to each of the Investors, and each such Investor shall have the right, at its sole discretion, to elect to receive such favourable terms or treatment, and upon the election of any such Investor, the Company is obliged to agree to and effect such favourable terms or treatment with respect to it. For the purpose of this Section 5.1.4, any of the following would constitute an example of a more favourable term to any Investor or other Shareholder if given in connection with any of the transactions contemplated by this Agreement:

(a)

if any Investor or other Shareholder is exchanging its Shares for any securities with a lower conversion price than (i) in the case of Automatically Convertible Notes, the lower of the per share issue price of such Shares or the issue price per share in the Qualified Listing or a higher interest rate than as set forth in the Notes; or (ii) in the case of Optionally Convertible Notes, the Conversion Price as set out in the Notes (and adjusted from time to time in accordance with the Notes);

(b)

if any Investor or other Shareholder is exchanging its Shares for any securities which are convertible into securities other than Class A Ordinary Shares, or which convert or are convertible in circumstances other than as set out in the Notes or on closing of a Qualified Listing;

(c)

if any Investor or other Shareholder has governance right(s) other than those set out in the Shareholders Agreement, the Securityholders Agreement and Restated Articles;

(d)

if there is any contractual arrangement between any Group Company and any Investor or other Shareholder that would result in such Investor or other Shareholder being entitled to receive better economic interest or preferential return from its exchange of Shares than the economic interest or preferential return to which the Investors are entitled under this Agreement or otherwise from the issuance of the Notes (including for the avoidance of doubt any downside protection); or

(e)

if the representations and warranties regarding the issuance of Notes, the Shares, the Conversion Shares, the Group Companies and their businesses, and due diligence information provided by the Company to any Investor or other Shareholder, are wider in scope or more extensive (in the case of the representations and warranties, as compared with the Company Warranties set out in Schedule 3 hereto).

6.	CONDITIONS TO CLOSING

6.1.	The Investor Closing Conditions. The obligations of each Investor to consummate the Closing are subject to the fulfilment or waiver by such Investor on or prior to the Closing of each of the following applicable conditions (collectively, the “Investor Conditions”):

6.1.1

Corporate Approvals. (a) The shareholders of the Company shall have approved by Special Resolution and the board of directors of the Company shall have approved (i) the transactions contemplated by this Agreement and (ii) the adoption of the Restated Articles; and (b) the Ping An Shareholders and Tun Kung shall have provided written consent to the transactions contemplated by this Agreement pursuant to clause 14.3 of the Shareholders Agreement (the approvals set forth in clause (a) and (b) above, the “Corporate Approvals”); and the Ping An Shareholders, Tun Kung and each of the other Investors which is consummating or has consummated the Closing on or prior to the Closing Date shall have executed and delivered the Securityholders Agreement to the Company.

6.1.2

Satisfaction of Rights. The Company shall have satisfied all of its obligations with respect to the respective pre-emptive rights of its Shareholders under the Current Articles and the Shareholders Agreement in respect of or in connection with the issuance of the Notes.

6.1.3

Representations and Warranties. The Company Warranties shall be true and accurate on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing Date.

6.1.4

Performance. The Company shall have, in all material respects, performed and complied with all of its agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

6.1.5

No Injunction, Order, Etc. There shall be no injunction, order or decree of any nature of any court or Governmental or Regulatory Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated by the Transaction Documents.

6.1.6

No Change in Law. There shall be no Laws, directives, orders, pronouncements or other guidance issued by any Governmental or Regulatory Authority that prohibit, restrain, enjoin or otherwise have a material adverse effect on the corporate structure or ownership of the Group Companies or the foreign ownership of the Company.

6.2.	Company Conditions. The obligations of the Company to consummate the Closing with respect to an Investor are subject to the fulfilment or waiver by the Company on or prior to the Closing of each of the following conditions (collectively, the “Company Conditions”):

6.2.1

Corporate Approvals. The Corporate Approvals shall have been obtained; and the Ping An Shareholders, Tun Kung and each of the Investors which is consummating or has consummated the Closing on or prior to the Closing Date shall have executed and delivered the Securityholders Agreement to the Company.

6.2.2

Representations and Warranties. The Investor Warranties with respect to the relevant Investor shall be, in all material respects, true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing Date.

6.2.3

Performance. The relevant Investor shall have, in all material respects, performed and complied with all of its agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

6.2.4

6.2.5

6.3.	For the avoidance of doubt, it shall not be a condition to the obligations of the Company and any Investor to consummate the Closing with respect to such Investor that any other Investor shall have consummated the Closing.

7.	INDEMNIFICATION

7.1.

Indemnification. Subject to the terms, conditions and limitations set forth in this Agreement, from and after the Closing, the Company shall indemnify and hold each Investor (each, an “Indemnified Party”) harmless against any and all losses, costs, damages, liabilities and expenses, including reasonable attorneys’ fees, and expenses of investigation and defence (hereinafter individually a “Loss” and collectively “Losses”), incurred or sustained by the Indemnified Party, directly or indirectly, whether or not arising out of a claim by a third party, as a result of any breach of any of the Company Warranties.

7.2.

Maximum Liability. The maximum aggregate liability of the Company in respect of all liability of the Company (including all Claims arising from the Company Warranties) to any Indemnified Party pursuant to this Agreement and the C-round Share Subscription Agreement shall not exceed, in aggregate, an amount equal to such Indemnified Party’s Principal Amount, provided, however, that such limit shall not apply with respect to Claims arising out of any fraud or intentional misrepresentation.

7.3.	Indemnification Procedure. Any of the Investors may elect to make a claim for indemnification (a “Claim”) for breaches of the Company Warranties hereunder. All Claims by any of the Investors under this Agreement shall be asserted and resolved as follows:

7.3.1

an Indemnified Party shall deliver a notice notifying the Company with reasonable promptness of such Claim and specifying the nature of and basis for such Claim, together with the amount thereof, or if not then reasonably ascertainable, the estimated amount thereof, determined in good faith (a “Claim Notice”). The failure by any Indemnified Party to give the Claim Notice shall not impair such Indemnified Party’s rights hereunder;

7.3.2

if the Company notifies any Indemnified Party that it does not dispute its liability to such Indemnified Party with respect to such Claim, or fails to notify such Indemnified Party within fifteen (15) days whether the Company disputes its liability to such Indemnified Party with respect to such third party Claim, the Losses in the amount specified in the Claim Notice will be conclusively deemed a liability of the Company hereunder, and the Company shall pay the amount of such Losses in the amount specified in the Claim Notice to such Indemnified Party on demand. If the Company has timely disputed its liability with respect to such Claim, and such dispute is not resolved between the Company and such Indemnified Party within thirty (30) days after the date on which the Company delivered notice to such Indemnified Party that it disputes its liability with respect to such Claim, such dispute shall be resolved by arbitration in accordance with Section 21.2 hereof; and

7.3.3

the Company agrees that any payment made pursuant to this Section 7 shall include a gross-up for Taxes sufficient to indemnify the Indemnified Party for any Taxes incurred on the payment, i.e. leaving the Indemnified Party with the received amounts, net of all Taxes, as it would have received had there been no Taxes.

7.4.	Exclusions. The Company shall not be liable in respect of a Claim and thus no compensation shall be due only to the extent that such Claim is attributable to, or the amount of such Claim is increased as a result of, any:

7.4.1

change in applicable Laws coming into effect from the date of this Agreement or any amendment to or the withdrawal of any practice previously published by a Governmental or Regulatory Authority, in either case occurring from the date of this Agreement, whether or not such change, amendment or withdrawal purports to have retroactive effect in whole or in part;

7.4.2

new interpretation of existing Law by a Governmental or Regulatory Authority in a judgment or decision published after the Closing Date;

7.4.3

change after the Closing Date in the accounting bases on which any of the Group Companies values its assets or a change in the Tax structure or corporate structure of any of the Group Companies; or

7.4.4

change after the Closing Date of the date to which the Group Companies make up their statutory accounts or Tax accounts or in the bases, methods or policies of accounting (including Tax accounting) of the Group Companies.

7.5.

Mitigation. Nothing in this Agreement shall be deemed to relieve any Indemnified Party from any duty under applicable Laws to mitigate any Losses incurred by it as a result of any breach of the Company Warranties. The relevant Indemnified Party shall take reasonable steps and give reasonable assistance to avoid or mitigate any Claims or damage which, in the absence of mitigation, might give rise to a liability in respect of any Claims.

7.6.	No Double Recovery. Any Indemnified Party shall not be entitled to recover from the Company more than once in respect of any one matter if more than one of the Company Warranties and/or any provision of this Agreement and/or the C-round Share Subscription Agreement is breached.

7.7.	Exclusive Remedy. After the Closing, Section 7.1 will provide the exclusive remedy of the Investors for any misrepresentation or breach of Company Warranties arising from this Agreement or the transactions contemplated hereby.

8.	FORCE MAJEURE

8.1.

No Party shall be liable to the others or be deemed to be in breach of this Agreement by reason of any delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure was beyond that Party’s reasonable control (including, without limitation, any strike, lockout or other industrial action, act of God, war or threat of war, accidental or malicious damage, settlement system failure or interruption, banking operation suspension or interruption, prohibition or restriction by any Governmental or Regulatory Authority having jurisdiction over the relevant Party or other events recognized as force majeure events by normal international commercial customs).

8.2.

A Party claiming to be unable to perform its obligations under this Agreement (either on time or at all) in any of the circumstances set out in Section 8.1 must immediately notify the other Parties of the nature and extent of the circumstances in question, and shall provide sufficient evidence for reasonable assessment by the other Parties of the occurrence and continuance of the events set out in Section 8.1 within fifteen (15) days after such occurrence.

8.3.	This Section 8 shall cease to apply when such circumstances have ceased to have effect on the performance of this Agreement.

9.	TERMINATION AND SURVIVAL

9.1.

Prior to the Closing, the Company or any Investor may terminate this Agreement with respect to the transactions contemplated by this Agreement between the Company and such Investor by written notice to the other Party if the other Party is in material breach of this Agreement and fails to remedy such breach within thirty (30) days after receipt of notice from the Party requiring such remedy.

9.2.

Upon the expiration of the Long-stop Date, if the Closing has not yet occurred, the Company or any Investor may terminate this Agreement with respect to the transactions contemplated by this Agreement between the Company and such Investor by written notice to the other Party, provided that the right to terminate this Agreement pursuant to this Section 9.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to occur prior to the expiration of the Long-stop Date.

9.3.	Upon termination with respect to the transactions between the Company and any Investor pursuant to this Section 9, this Agreement shall cease to have any force and effect as between the terminating Parties except in respect of:

9.3.1

Sections 1, 9.3, and 10 through 23; and

9.3.2

any rights or remedies accrued to either such terminating Party prior to the termination of this Agreement, including without limitation any rights or remedies arising under Section 7.

10.	TAXES AND COSTS

Except as otherwise provided herein, each Party shall be responsible for all Taxes, fees and expenses incurred by it in relation to the transactions contemplated under this Agreement.

11.	SEVERAL AND NOT JOINT

11.1.

Notwithstanding anything to the contrary in this Agreement, the Company acknowledges and agrees that:

11.1.1

the obligations of each Investor under this Agreement and the other Transaction Documents are several, and not joint or joint and several with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement or any other Transaction Document;

11.1.2

the failure to perform, or the waiver of performance of, any obligations under this Agreement or any other Transaction Document (including without limitation the consummation of the Closing) by one Investor shall not affect the rights or obligations of any other Investor, and, in particular, the failure by one Investor to comply with its Closing obligations under Section 3.2.2 shall not affect the consummation of the issuance of Notes, and sale and purchase of Exchange Shares, to and by any other Investor;

11.1.3

the knowledge of one Investor in connection with this Agreement or other Transaction Documents shall not be imputed on any other Investor; and

11.1.4

each Investor shall be entitled to enforce its rights independently, including without limitation the rights arising out of this Agreement and any other Transaction Document to which it is a party, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.

11.2.

Each of the rights and obligations of the C-round Lead Investor Affiliate under this Agreement may be exercised or fulfilled (as applicable) by the C-round Lead Investor on behalf of the C-round Lead Investor Affiliate. Notwithstanding the foregoing, in all circumstances, the liability of each of the C-round Lead Investor and the C-round Lead Investor Affiliate shall be several, and not joint or joint and several.

11.3.

For the avoidance of doubt, the C-round Lead Investor shall be entitled to make any Claim on behalf of the C-round Lead Investor Affiliate in accordance with Section 7.3 for any breach of any of the Company Warranties.

12.	NO PARTNERSHIP

Nothing contained in this Agreement shall be deemed to constitute a partnership between the Parties or any of them, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or the other Transaction Documents.

13.	ANNOUNCEMENTS AND CONFIDENTIALITY

13.1.

No announcement concerning this Agreement or the other Transaction Documents shall be made by any Party (whether prior to or after the Closing Date) without the prior approval of the other Parties except for such announcement as may be required by applicable Laws or the rules of a stock exchange binding on the relevant Party, in which event the disclosing Party shall notify the other Parties and take into consideration reasonable comments made by such other Parties.

13.2.

In addition to the foregoing, the Parties understand and acknowledge that this Agreement and other Transaction Documents, the oral or written information exchanged between or obtained by the Parties and their Affiliates as a result of the Transaction Documents, the information related to any dispute arising from or in connection with the performance, interpretation, breach, termination or validity of the Transaction Documents are all Confidential Information. The Parties shall, and shall procure each of their representatives (including but not limited to any senior management staff, director, employee, shareholder, agent or Affiliate) shall, keep confidential and not disclose to any third party (excluding any shareholder, investor or potential investor, Affiliate and professional advisor of the Company or of any of the Investors) the Confidential Information unless:

13.2.1

the Confidential Information is or becomes generally available to the public other than as a result of a disclosure by a Party or its representatives in breach of any Transaction Documents to which such Party is bound or a third party source that was bound by a confidentiality agreement;

13.2.2

the Confidential Information was available to the Party or its representatives on a non-confidential basis prior to its disclosure by another Party hereto or its representatives;

13.2.3

the Confidential Information is required to be disclosed under applicable Law, including but not limited to the disclosure made in accordance with any listing rule or any securities regulatory authority, in which case the Party having a disclosure obligation shall, at the reasonable time before the disclosure, consult other Parties over such disclosure and shall, as per the requirements of other Parties, seek possible confidential treatments for the Confidential Information subject to disclosure; or

13.2.4

the Confidential Information is required to be disclosed or submitted to any Governmental or Regulatory Authority in China or the Tax Bureau or is disclosed to any advisor, representative or agent of the Investors, in each case in connection with any filing with respect to Public Notice 7, including any Transaction Report, Tax Treaty Filing or obtaining any Tax Payment Certificate.

14.	SUCCESSORS IN TITLE

This Agreement shall be binding upon and enure for the benefit of each Party’s successors in title. This includes any successor to any Note transferred in accordance with such Note, the Restated Articles and the Securityholders Agreement (as applicable to such transfer). No Party shall assign this Agreement without the written consent of the other Parties.

15.	ENTIRE AGREEMENT

15.1.

This Agreement, the other Transaction Documents and the documents in the agreed form that are attached as schedules and exhibits hereto constitute the entire agreement between the Parties in respect of the subject matter of this Agreement.

15.2.

For the avoidance of doubt:

15.2.1

the Transaction Documents supersede and extinguish any representations and/or warranties previously given or made;

15.2.2

each of the Parties acknowledges to the others (and shall execute the Transaction Documents in reliance upon such acknowledgement) that it has not been induced to enter into any such documents by, nor relied upon, any express or implied representation or warranty other than the representations and/or warranties contained in the Transaction Documents; and

15.2.3

absent fraud, each Party irrevocably and unconditionally waives any right which it may have to claim damages in respect of or rescind this Agreement or any of the other Transaction Documents by reason of any misrepresentation or warranty not set out in any such document.

15.3.

Each of the Parties acknowledges and agrees that the provisions of this Section 15 are reasonable.

16.	VARIATIONS

No variation of this Agreement or any of the documents in the agreed form that are attached as schedules and exhibits hereto shall be valid unless it is in writing and signed by or on behalf of each Party.

17.	WAIVER

No waiver by any Party of any breach or non-fulfilment by any other Parties of any provisions of this Agreement shall be deemed to be a waiver of any subsequent or other breach of that or any other provision, and no failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy. No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy. The rights and remedies of a Party under this Agreement are cumulative and not exclusive of any rights and remedies provided by Law.

18.	SEVERABILITY

The invalidity, illegality or unenforceability of any provisions of this Agreement shall not affect the continuation in force of the remainder of this Agreement.

19.	NOTICES

19.1.

All notices and other communications required or permitted hereby shall be in writing and addressed to the relevant recipient in the manner provided below, and shall be deemed to have been duly and sufficiently given only if: (a) delivered either personally by hand, or by an international courier service (which, in the case of notices or other communications to the C-round Lead Investor and the C-round Lead Investor Affiliate, provides delivery service in Qatar), and, in each case, (b) confirmed by email to the relevant recipient not less than twenty-four (24) hours after such delivery.

19.2.

Notices shall be deemed effective if given on a Business Day, in the manners prescribed in Section 19.1, by 1:30 p.m. in the place of receipt or on the following Business Day if completed after 1:30 p.m.

19.3.

All notices and other communications to any Investor in relation to this Agreement should be addressed to the address of such Investor set forth opposite such Investor’s name on Schedule 1.

19.4.

All notices and other communications to the Company in relation to this Agreement should be addressed to:

Lufax Holding Ltd

[***]

Attention: [***]

Email: [***]

With a copy to:

Attention: [***]

Email: [***]

20.	COUNTERPARTS

This Agreement may be executed in any number of counterparts (including the counterpart of any Additional Investor which executes and delivers such counterpart pursuant to Section 2.1), each of which when executed by one or more of the Parties shall constitute an original but all of which shall constitute one and the same instrument. This Agreement may also be executed and delivered via electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The Company and the Investors agree that this Agreement shall become effective and be binding immediately as between such Parties when each such Party shall have received counterparts hereof signed by all of such other Parties on the date first hereinabove mentioned, and shall not be conditional on, or affected by, the entry into this Agreement by any Additional Investor.

21.	GOVERNING LAW AND DISPUTE RESOLUTION

21.1.

This Agreement will be governed by and construed in accordance with the Laws of Hong Kong without giving effect to conflict of laws principles.

21.2.

Disputes between the Parties shall be settled by arbitration at the Hong Kong International Arbitration Centre (“HKIAC”) in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the notice of arbitration is submitted in accordance with the HKIAC Rules, except as amended as follows:

21.2.1

there shall be three (3) arbitrators to be appointed in accordance with the HKIAC Rules;

21.2.2

the language to be used in the arbitral proceedings shall be English;

21.2.3

subject to the overall discretion of the arbitration tribunal, the costs of the arbitration, including the HKIAC’s and arbitrators’ fees and legal costs, shall be borne by the Party losing the arbitration;

21.2.4

while such dispute is being arbitrated under this Section 21.2, none of the Parties shall be permitted to disclose any information or details relating to such dispute without the written consent of the other Parties to the dispute, except (i) to the Parties’ professional advisors and the Parties’ Affiliates and their respective professional advisors; and (ii) as may be required by applicable Laws or under the rules of any securities exchange; and

21.2.5

other than the matter being disputed, the Parties shall continue to perform their respective obligations under this Agreement, which are not in dispute.

21.3.

The award of the arbitration tribunal shall be final and binding. The Parties shall waive their rights of appeal, if any, to the extent allowed by Law.

22.	THIRD PARTY RIGHTS

Any Person who is not a named party to this Agreement shall have no right under the Contract (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce any term of, or enjoy any benefit under, this Agreement.

23.	LANGUAGE VERSION

This Agreement is prepared and signed in English. Any arbitration tribunal or court having jurisdiction over a dispute relating to this Agreement shall interpret this Agreement based on the English version.

IN WITNESS of which the Parties or their duly authorised representatives have executed this Agreement.


For and on behalf of Lufax Holding Ltd (陆金所控股有限公司)

By:		/s/ Renjie Li
Name:		Renjie Li
Title:		Chairman of the Board