Ping An Insurance (Group) Company of China, Ltd.

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

September 19, 2024

Via Email

John T. Owen
Morrison & Foerster LLP
jowen@mofo.com

Re:    Mandatory Tender Offer by Ping An Insurance (Group) Company of China, Ltd. for               Lufax Holding Ltd

Dear Mr. Owen:

We are responding to your letter dated September 18, 2024 and addressed to Tiffany Posil, Christina Chalk and Blake Grady. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter dated September 18, 2024.

Based on the facts and representations in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting exemptions from Exchange Act Rules 14d-10(a)(1) and 14e-5, under the circumstances described in your letter. The exemption from Rule 14d-10(a)(1) permits the Joint Offerors to conduct the Share Offers as two separate offers, comprised of the U.S. Offer and the Non-U.S. Offer. The exemption from Rule 14e-5 allows the Joint Offerors to purchase Lufax Securities pursuant to the Non-U.S. Offer.

The exemptive relief granted is based on the representations made to the Division in your letter. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.