As filed with the Securities and Exchange Commission on April 12, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lufax Holding Ltd
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Building No. 6
Lane 2777, Jinxiu East Road
Pudong New District, Shanghai 200120
People’s Republic of China
(Address of Principal Executive Offices and Zip Code)
Amended and Restated Phase I Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Copies to:
| David Siu Kam Choy, Chief Financial Officer Telephone: +86 21-21-3863-6278 Email: Investor_Relations@lu.com Building No. 6 Lane 2777, Jinxiu East Road Pudong New District, Shanghai People’s Republic of China |
Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 46th Floor, JingAn Kerry Centre, Tower II 1539 Nanjing West Road Shanghai The People’s Republic of China +86 21-6193-8200 |
EXPLANATORY NOTE
This registration statement is filed by Lufax Holding Ltd (the “Registrant”) to register additional securities issuable pursuant to the Amended and Restated Phase I Share Incentive Plan and consists of only those items required by General Instruction E to Form S-8. On April 12, 2023, the shareholders of the Registrant approved to amend and restate its Amended and Restated Phase I Share Incentive Plan. The maximum aggregate number of shares that may be issued under the Amended and Restated Phase I Share Incentive Plan has been adjusted from 20,644,803 ordinary shares to 30,644,803 ordinary shares, increased by 10,000,000 ordinary shares. Based on the above, the additional securities registered hereby consist of 10,000,000 ordinary shares.
In accordance with General Instruction E to Form S-8, the contents of the registration statements on Form S-8 (File No. 333-258286), as filed with the Securities and Exchange Commission (the “Commission”) on July 30, 2021, are incorporated herein by reference, except as otherwise set forth herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the Commission are incorporated by reference herein:
| (a) | The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed on April 7, 2023 pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”); and |
| (b) | The description of the Registrant’s ordinary shares set forth under “Description of Share Capital” in the Registrant’s registration statement on Form F-1 (File No. 333-249366), initially filed with the Commission on October 7, 2020, including any amendment, supplement and report subsequently filed for the purpose of updating that description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 8. Exhibits
See the Index to Exhibits attached hereto.
Item 6. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The Registrant’s Fifth Amended and Restated Memorandum of Association and Eighth Amended and Restated Articles of Association, adopted by its shareholders on September 30, 2020 and effective conditionally and immediately upon the completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares, provides that the Registrant shall indemnify its directors and officers out of the assets and profits of the Company against all actions, costs, charges, expenses, losses and damages incurred by such persons in connection with the execution of such person’s duties or supposed duties, in their respective offices or trusts, provided that such indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of such persons.
The Registrant’s Sixth Amended and Restated Memorandum of Association and Ninth Amended and Restated Articles of Association, adopted by its shareholders on April 12, 2023 and effective conditional and immediately upon the Company’s listing on The Stock Exchange of Hong Kong Limited, provides that the Registrant shall indemnify its directors and officers out of the assets and profits of the Company against all actions, costs, charges, expenses, losses and damages incurred by such persons in connection with the execution of such person’s duties or supposed duties, in their respective offices or trusts, otherwise than by reason of such person’s own fraud or dishonesty.
Pursuant to the indemnification agreement, the form of which was filed as Exhibit 10.4 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-249366), the Registrant has agreed to indemnify its directors and senior officers against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of the Registrant.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
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EXHIBIT INDEX
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on April 12, 2023.
| Lufax Holding Ltd | ||
| By: | /s/ Yong Suk Cho | |
| Name: | Yong Suk Cho | |
| Title: | Chairman of the Board and Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Yong Suk Cho and Yan Zhuang, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on April 12, 2023.
| Signature |
Title | |||
| /s/ Yong Suk Cho |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | |||
| Yong Suk Cho | ||||
| /s/ Gregory Dean Gibb |
Director and Co-Chief Executive Officer | |||
| Gregory Dean Gibb | ||||
| /s/ Guangheng Ji |
Director | |||
| Guangheng Ji | ||||
| /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 (Principal Financial and Accounting Officer) | |||
| David Siu Kam Choy | ||||
SIGNATURE OF AUTHORIZED REPRESENTATIVE 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 registration statement or amendment thereto in New York on April 12, 2023.
| Authorized U.S. Representative | ||
| COGENCY GLOBAL INC. | ||
| By: | /s/ Colleen A. De Vries | |
| Name: Colleen A. De Vries | ||
| Title: Senior Vice President | ||
Exhibit 5.1
| Ref: | FCT/780144-000006/26212717v2 |
Lufax Holding Ltd
Building No. 6
Lane 2777, Jinxiu East Road
Pudong New District, Shanghai
People’s Republic of China
12 April 2023
Dear Sirs and Madams
Lufax Holding Ltd (the “Company”)
We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”) on 12 April 2023 (the “Registration Statement””, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 10,000,000 ordinary shares, par value US$0.00001 per share (the “Shares”), issuable by the Company pursuant to the Company’s Amended and Restated Phase I Share Incentive Plan (the “Plan”).
For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of the fifth amended and restated memorandum of association and the eighth amended and restated articles of association of the Company conditionally adopted by way of a special resolution of the shareholders passed on 30 September 2020 and effective immediately prior to the completion of the initial public offering of the Company’s American depositary shares representing its ordinary shares with effect from 3 November 2020 (the “Memorandum and Articles”), the minutes of the meeting of the board of directors of the Company held on 21 August 2015 (the “2015 Board Minutes”), the minutes of the meeting of the board of directors of the Company held on 21 July 2021 (the “2021 Board Minutes”) and the minutes of the meeting of the nomination and remuneration committee of the board of directors of the Company held on 21 July 2021, the minutes of the meeting of the board of directors of the Company held on 13 January 2023 and the minutes of the meeting of the nomination and remuneration committee of the board of directors of the Company held on 13 January 2023 (the “2023 Board Minutes”) (together with the 2015 Board Minutes, the 2021 Board Minutes and the 2023 Board Minutes, the “Minutes”).
Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 1. | The Shares to be issued by the Company have been duly and validly authorized. |
| 2. | When issued and paid for in accordance with the terms of the Plan and in accordance with the resolutions set out in the Minutes, and appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable. |
In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
These opinions are subject to the qualification that under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the Shares would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) where a document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last version provided to us, (d) the Memorandum and Articles remain in full force and effect and are unamended, (e) the resolutions set out in the Minutes were duly passed in the manner prescribed in the memorandum and articles of association of the Company effective at the relevant time (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect, (f) there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out above, (g) there is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out above, and (h) upon the issue of any Shares, the Company will receive consideration which shall be equal to at least the par value of such Shares.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours faithfully
| /s/ Maples and Calder (Hong Kong) LLP |
| Maples and Calder (Hong Kong) LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Lufax Holding Ltd of our report dated April 7, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Lufax Holding Ltd’s Annual Report on Form 20-F for the year ended December 31, 2022.
| /s/ PricewaterhouseCoopers Zhong Tian LLP |
| PricewaterhouseCoopers Zhong Tian LLP |
| Shanghai, The People’s Republic of China |
| April 12, 2023 |
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Lufax Holding Ltd
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
| Security Type | Security Class Title(1) |
Fee Calculation Rule |
Amount Registered(2) |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee(1) | |||||||
| Equity | Ordinary shares, par value US$0.00001 per share (granted options under the 2014 Plan) |
Rule 457(c) and Rule 457(h) |
3,702,328 (3) | $15.27 (3) | $56,534,548.56 | $0.0001102 | $6,230.11 | |||||||
| Equity | Ordinary shares, par value US$0.00001 per share (reserved under the 2014 Plan) |
Rule 457 (h) | 6,297,672 (4) | $3.74 (4) | $23,553,293.28 | $0.0001102 | $2,595.57 | |||||||
| Total Offering Amounts | 10,000,000 (5) | $80,087,841.84 | $8,825.68 | |||||||||||
| Total Fee Offsets | — | |||||||||||||
| Net Fee Due | $8,825.68 | |||||||||||||
| (1) | These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, two of which represent one ordinary share. The Registrant’s ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under separate registration statements on Form F-6 (File No.: 333-249612 and File No.: 333-256887). |
| (2) | Represents ordinary shares issuable upon exercise of options granted under the Amended and Restated Phase I Share Incentive Plan of the Registrant (the “2014 Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the 2014 Plan. Any ordinary shares covered by an option granted under the 2014 Plan (or option of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares that may be issued under the 2014 Plan. |
| (3) | The amount to be registered represents ordinary shares issuable upon the exercise of outstanding options granted under the 2014 Plan as of the date of this registration statement. The corresponding proposed maximum offering price per share, which is estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee, represents the weighted average exercise price of such outstanding options. The weighted average exercise price of the outstanding options is translated from Renminbi to U.S. dollars at a rate of RMB6.8750 to US$1.00, the exchange rate in effect as of April 7, 2023 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. |
| (4) | These ordinary shares are reserved for future option grants under the 2014 Plan. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs as quoted on the New York Stock Exchange on April 10, 2023, adjusted for ADS to ordinary share ratio. |
| (5) | These shares represent the ordinary shares that have been added to the option pool pursuant to the amendment and restatement of 2014 Plan in April 2023, which were not previously registered under the registration statements on Form S-8 (File No. 333-258286), as filed with the Commission on July 30, 2021. |