As filed with the Securities and Exchange Commission on July 30, 2021
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) |
No. 1333 Lujiazui Ring Road 15/F
Pudong New District, Shanghai
People’s Republic of China
(Address of Principal Executive Offices and Zip Code)
Amended and Restated Phase I Share Incentive Plan
Amended and Restated Phase II Share Incentive Plan
Amended and Restated 2019 Performance Share Unit 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:
|
James Xigui Zheng, Chief Financial Officer Telephone: +86 21-3863-2121 Email: Investor_Relations@lu.com No. 1333 Lujiazui Ring Road 15/F Pudong New District, Shanghai People’s Republic of China |
Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 |
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 |
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered(1) |
Amount to be registered(2) |
Proposed maximum aggregate offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee |
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Ordinary shares, par value US$0.00001 per share (granted options under the 2014 Plan) |
15,516,437(3) | $10.02(3) | $155,474,698.74 | $16,962.29 | ||||
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Ordinary shares, par value US$0.00001 per share (reserved under the 2014 Plan) |
5,128,366(4) | $15.12(4) | $77,540,893.92 | $8,459.71 | ||||
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Ordinary shares, par value US$0.00001 per share (granted options under the 2015 Plan) |
4,283,114(5) | $16.08(5) | $68,872,473.12 | $7,513.99 | ||||
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Ordinary shares, par value US$0.00001 per share (reserved under the 2015 Plan) |
5,716,886(6) | $15.12(6) | $86,439,316.32 | $9,430.53 | ||||
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Ordinary shares, par value US$0.00001 per share (granted performance share units under the 2019 Plan) |
3,347,112(7) | $15.12(7) | $50,608,333.44 | $5,521.37 | ||||
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Ordinary shares, par value US$0.00001 per share (reserved under the 2019 Plan) |
11,652,888(8) | $15.12(8) | $176,191,666.56 | $19,222.51 | ||||
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Total |
45,644,803 | — | $615,127,382.10 | $67,110.40 | ||||
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| (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 the amount of ordinary shares issuable upon exercise of options granted under the Amended and Restated Phase I Share Incentive Plan of the Registrant (the “2014 Plan”) and the Amended and Restated Phase II Share Incentive Plan of the Registrant (the “2015 Plan”) and vesting of performance share units granted under the Amended and Restated 2019 Performance Share Unit Plan of the Registrant (the “2019 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, the 2015 Plan and the 2019 Plan. Any ordinary shares covered by an award granted under the 2014 Plan, the 2015 Plan and the 2019 Plan (or portion 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, the 2015 Plan and the 2019 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, and the corresponding proposed maximum offering price per share 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 RMB6.4808 to US$1.00, the exchange rate in effect as of July 23, 2021 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. |
| (4) |
These shares are reserved for future option grants under the 2014 Plan. The number of ordinary shares available for issuance under the 2014 Plan has been estimated for the purposes of calculating the amount of the registration fee. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on $7.56 per ADS, the average of the high and low prices for the registrant’s ADSs as quoted on the New York Stock Exchange on July 26, 2021. |
| (5) |
The amount to be registered represents ordinary shares issuable upon the exercise of outstanding options granted under the 2015 Plan as of the date of this registration statement, and the corresponding proposed maximum offering price per share 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 RMB6.4808 to US$1.00, the exchange rate in effect as of July 23, 2021 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. |
| (6) |
These shares are reserved for future option grants under the 2015 Plan. The number of ordinary shares available for issuance under the 2015 Plan has been estimated for the purposes of calculating the amount of the registration fee. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on $7.56 per ADS, the average of the high and low prices for the registrant’s ADSs as quoted on the New York Stock Exchange on July 26, 2021. |
| (7) |
The amount to be registered represents performance share units granted under the 2019 Plan and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on $$7.56 per ADS, the average of the high and low prices for the registrant’s ADSs as quoted on the New York Stock Exchange on July 26, 2021. |
| (8) |
These shares are reserved for future performance share unit grants under the 2019 Plan, and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on $$7.56 per ADS, the average of the high and low prices for the registrant’s ADSs as quoted on the New York Stock Exchange on July 26, 2021. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. |
Plan Information* |
| Item 2. |
Registrant Information and Employee Plan Annual Information* |
| * |
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the 2014 Plan, the 2015 Plan and/or the 2019 Plan, as specified by Rule 428(b)(1) under the Securities Act. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference |
The following documents previously filed by Lufax Holding Ltd (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
| (a) |
The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2020 (File No. 001-39654) filed on March 11, 2021 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 4. |
Description of Securities |
Not applicable.
| Item 5. |
Interests of Named Experts and Counsel |
Not applicable.
| 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 conditional 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, otherwise than by reason of such person’s own dishonesty, fraud or wilful default.
2
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.
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.
| Item 7. |
Exemption from Registration Claimed |
Not applicable.
| Item 8. |
Exhibits |
See the Index to Exhibits attached hereto.
| Item 9. |
Undertakings |
| (a) |
The undersigned Registrant hereby undertakes: |
| (1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) |
to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) |
to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and |
| (iii) |
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
| (2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
3
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 July 30, 2021.
| Lufax Holding Ltd | ||
| By: |
/s/ Guangheng Ji |
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| Name: | Guangheng Ji | |
| Title: | Chairman of the Board and Chairman of Lufax Executive Committee | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Guangheng Ji 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 July 30, 2021.
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Signature |
Title |
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/s/ Guangheng Ji Guangheng Ji |
Chairman of the Board and Chairman of Lufax Executive Committee | |||
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/s/ Gregory Dean Gibb Gregory Dean Gibb |
Director and Co-Chief Executive Officer (Principal Executive Officer) | |||
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/s/ Yong Suk Cho Yong Suk Cho |
Director and Co-Chief Executive Officer | |||
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/s/ Rui Li Rui Li |
Director | |||
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/s/ Rusheng Yang Rusheng Yang |
Independent Director | |||
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/s/ Weidong Li Weidong Li |
Independent Director | |||
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/s/ Xudong Zhang Xudong Zhang |
Independent Director | |||
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/s/ Yunwei Tang Yunwei Tang |
Independent Director | |||
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/s/ David Xianglin Li David Xianglin Li |
Independent Director | |||
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/s/ James Xigui Zheng James Xigui Zheng |
Chief Financial Officer (Principal Financial and Accounting Officer) |
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/s/ David Siu Kam Choy David Siu Kam Choy |
Controller and Chief Financial Officer of Puhui | |||
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 July 30, 2021.
| Authorized U.S. Representative | ||||
| COGENCY GLOBAL INC. | ||||
| By: |
/s/ Colleen A. De Vries |
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| Name: | Colleen A. De Vries | |||
| Title: | Senior Vice President | |||
Exhibit 4.2
Lufax Holding Ltd - Ordinary Shares
(Incorporated under the laws of the Cayman Islands)
| Certificate No. | Shares |
Share capital is US$100,000 divided into
10,000,000,000 Ordinary Shares of a par value of US$0.00001 each
THIS IS TO CERTIFY THAT
is the registered holder of
Shares in the above-named Company subject to the Memorandum and articles of association thereof.
| EXECUTED for and on behalf of the Company on | by: |
| Director |
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Exhibit 5.1
Opinion of Maples and Calder (Hong Kong) LLP
| Our ref | KON/780144-000001/20263609v3 | |||
| Direct tel | +852 3690 7595 | |||
| Katherine.Ng@maples.com |
Lufax Holding Ltd
15th Floor
No. 1333 Lujiazui Ring Road
Shanghai 200120, China
30 July 2021
Dear Sir or Madam
Lufax Holding Ltd 陆金所控股有限公司 (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 30 July 2021 (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 45,644,803 ordinary shares, par value US$0.00001 per share (the “Shares”), issuable by the Company pursuant to the Amended and Restated Phase I Share Incentive Plan, the Amended and Restated Phase II Share Incentive Plan and the Amended and Restated 2019 Performance Share Unit Plan approved and authorized by the nomination and remuneration committee of the board of directors of the Company on 21 July 2021 (together the “Plans” 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).
For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plans. 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 (together with the 2015 Board Minutes and the 2021 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 Plans 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 below, 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 |
2
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 March 11, 2021 relating to the financial statements, which appears in Lufax Holding Ltd’s Annual Report on Form 20-F for the year ended December 31, 2020.
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/s/ PricewaterhouseCoopers Zhong Tian LLP |
| PricewaterhouseCoopers Zhong Tian LLP |
| Shanghai, The People’s Republic of China |
| July 30, 2021 |