UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. 1)*
Lufax Holding Ltd
(Name of Issuer)
Ordinary Shares, par value US$0.00001 per share
(Title of Class of Securities)
54975P102**
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
| ** |
This CUSIP applies to the American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts. Two ADSs represent one ordinary share, par value US$0.00001 per share. No CUSIP has been assigned to the ordinary shares. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| Schedule 13G | ||||
| CUSIP No. 54975P102 |
| 1. |
Names of Reporting Persons.
Tun Kung Company Limited |
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| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
|
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| 3. |
SEC Use Only
|
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| 4. |
Citizenship or Place of Organization
British Virgin Islands |
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Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
331,550,197 |
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| 6. |
Shared Voting Power
N/A |
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| 7. |
Sole Dispositive Power
331,550,197 |
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| 8. |
Shared Dispositive Power
N/A |
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
331,550,1971 |
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| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
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| 11. |
Percent of Class Represented by Amount in Row (9)
27.5%2 |
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| 12. |
Type of Reporting Person
CO |
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| 1 |
The number of ordinary shares beneficially owned by the Reporting Person includes 6,555,944 ordinary shares, which are ordinary shares converted to 13,111,888 ADSs and recorded in and represented by a collateral account held in the name of Tun Kung Company Limited with Goldman Sachs International pursuant to a covered call arrangement by and among Tun Kung Company Limited, Goldman Sachs International and Goldman Sachs (Asia) L.L.C. in December 2021. |
| 2 |
Percentage of ownership of ordinary shares herein is calculated based on the number of ordinary shares beneficially owned by the Reporting Person divided by a total of 1,203,505,757 ordinary shares of the Issuer outstanding as of December 31, 2021, based on information provided by the Issuer. |
2
| Schedule 13G | ||||
| CUSIP No. 54975P102 |
| 1. |
Names of Reporting Persons.
Tongjun Investment Company Limited |
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| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
|
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| 3. |
SEC Use Only
|
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| 4. |
Citizenship or Place of Organization
British Virgin Islands |
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|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
173,500,218 |
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| 6. |
Shared Voting Power
N/A |
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| 7. |
Sole Dispositive Power
173,500,218 |
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| 8. |
Shared Dispositive Power
N/A |
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
173,500,2183 |
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| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
|||||
| 11. |
Percent of Class Represented by Amount in Row (9)
14.4%4 |
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| 12. |
Type of Reporting Person
CO |
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| 3 |
The Reporting Person is a 52.33% shareholder of Tun Kung Company Limited, which beneficially owns 27.5% of the Issuer’s outstanding ordinary shares. The number of ordinary shares beneficially owned by Tun Kung Company Limited includes the 6,555,944 ordinary shares, which are ordinary shares converted to 13,111,888 ADSs and recorded in and represented by a collateral account held in the name of Tun Kung Company Limited with Goldman Sachs International pursuant to a covered call arrangement by and among Tun Kung Company Limited, Goldman Sachs International and Goldman Sachs (Asia) L.L.C. in December 2021. |
| 4 |
Percentage of ownership of ordinary shares herein is calculated based on the number of ordinary shares beneficially owned by the Reporting Person divided by a total of 1,203,505,757 ordinary shares of the Issuer outstanding as of December 31, 2021, based on information provided by the Issuer. |
3
| Schedule 13G | ||||
| CUSIP No. 54975P102 |
| 1. |
Names of Reporting Persons.
Lanbang Investment Company Limited |
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| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
|
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| 3. |
SEC Use Only
|
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| 4. |
Citizenship or Place of Organization
British Virgin Islands |
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|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
158,049,979 |
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| 6. |
Shared Voting Power
N/A |
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| 7. |
Sole Dispositive Power
158,049,979 |
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| 8. |
Shared Dispositive Power
N/A |
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
158,049,979 |
|||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
|||||
| 11. |
Percent of Class Represented by Amount in Row (9)
13.1%6 |
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| 12. |
Type of Reporting Person
CO |
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| 5 |
The Reporting Person is a 47.67% shareholder of Tun Kung Company Limited, which beneficially owns 27.5% of the Issuer’s outstanding ordinary shares. The number of ordinary shares beneficially owned by Tun Kung Company Limited includes the 6,555,944 ordinary shares, which are ordinary shares converted to 13,111,888 ADSs and recorded in and represented by a collateral account held in the name of Tun Kung Company Limited with Goldman Sachs International pursuant to a covered call arrangement by and among Tun Kung Company Limited, Goldman Sachs International and Goldman Sachs (Asia) L.L.C. in December 2021. |
| 6 |
Percentage of ownership of ordinary shares herein is calculated based on the number of ordinary shares beneficially owned by the Reporting Person divided by a total of 1,203,505,757 ordinary shares of the Issuer outstanding as of December 31, 2021, based on information provided by the Issuer. |
4
| Schedule 13G | ||||
| CUSIP No. 54975P102 |
ITEM 1.
(a) Name of Issuer: Lufax Holding Ltd
(b) Address of Issuer’s Principal Executive Offices: 15/F, No. 1333 Lujiazui Ring Road, Pudong New District, Shanghai, People’s Republic of China
ITEM 2.
(a) Name of Person Filing:
Tun Kung Company Limited
Tongjun Investment Company Limited
Lanbang Investment Company Limited
(b) Address of Principal Business Office, or if None, Residence:
Tun Kung Company Limited: Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands.
Tongjun Investment Company Limited: Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands.
Lanbang Investment Company Limited: Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands.
(c) Citizenship:
Tun Kung Company Limited: British Virgin Islands
Tongjun Investment Company Limited: British Virgin Islands
Lanbang Investment Company Limited: British Virgin Islands
(d) Title of Class of Securities: ordinary shares, par value US$0.00001 per share, of the Issuer
(e) CUSIP Number: 54975P102
CUSIP number 54975P102 has been assigned to the ADSs of the Issuer. Two ADSs represent one ordinary share of the Issuer.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP.
| (a) |
Amount beneficially owned: |
See the response to Item 9 on the attached cover pages.
5
| (b) |
Percentage of class: |
See the responses to Item 11 on the attached cover pages.
| (c) |
Number of shares as to which the person has: |
| (i) |
Sole power to vote or to direct the vote: |
See the responses to Item 5 on the attached cover pages.
| (ii) |
Shared power to vote or to direct the vote: |
See the responses to Item 6 on the attached cover pages.
| (iii) |
Sole power to dispose or to direct the disposition of: |
See the responses to Item 7 on the attached cover pages.
| (iv) |
Shared power to vote or to direct the disposition of: |
See the responses to Item 8 on the attached cover pages.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 25, 2022
| Tun Kung Company Limited | ||
| By: |
/s/ Jun Yao |
|
| Name: Jun Yao | ||
| Title: Director | ||
| Tong Jun Investment Company Limited | ||
| By: |
/s/ Wenwei Dou |
|
| Name: Wenwei Dou | ||
| Title: Director | ||
| Lanbang Investment Company Limited | ||
| By: |
/s/ Jingkui Shi |
|
| Name: Jingkui Shi | ||
| Title: Director | ||
7
Exhibit Index
|
Exhibit
No. |
Exhibit |
|
| 99.1 | Joint Filing Agreement | |
8
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Ordinary Shares of Lufax Holding Ltd shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the undersigned acknowledges that each shall be responsible for the timely filing of amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Date: January 25, 2022
| Tun Kung Company Limited | ||||
| By: |
/s/ Jun Yao |
|||
| Name: | Jun Yao | |||
| Title: | Director | |||
| Tongjun Investment Company Limited | ||||
| By: |
/s/ Wenwei Dou |
|||
| Name: | Wenwei Dou | |||
| Title: | Director | |||
| Lanbang Investment Company Limited | ||||
| By: |
/s/ Jingkui Shi |
|||
| Name: | Jingkui Shi | |||
| Title: | Director | |||