As filed with the Securities and Exchange Commission on October 27, 2020
Registration No. 333-249366
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
To
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lufax Holding Ltd
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands | 6199 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
No. 1333 Lujiazui Ring Road 15/F
Pudong New District, Shanghai
People’s Republic of China
+86 21-38632121
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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 Jing An Kerry Centre Tower II, 46th Floor 1539 Nanjing West Road Shanghai 200040, China +86 21-6193-8200 | David T. Zhang, Esq. Steve Lin, Esq. Kirkland & Ellis International LLP c/o 26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central, Hong Kong +852 3761-3300 |
Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered | Amount to be registered(2)(3) | Proposed maximum offering price per share(3) | Proposed maximum aggregate offering price(2)(3) | Amount of registration fee(4) | ||||
Ordinary shares, par value US$0.00001 per share(1) | 100,625,000 | US$27.00 | US$2,716,875,000 | US$296,411.06 | ||||
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(1) | American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No.333-249612). Two American depositary shares represent one ordinary share. |
(2) | Includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and also includes ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. These ordinary shares are not being registered for the purpose of sales outside the United States. |
(3) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. |
(4) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 is being filed solely for the purpose of filing exhibit 1.1 to this registration statement on Form F-1, or the Registration Statement, to reflect the updated filing status of such exhibit in Item 6 of Part II of the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and Part II of the Registration Statement. This Amendment No. 3 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 2 to the Registration Statement filed on October 22, 2020, and consists only of the cover page, this explanatory note and Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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 officers and directors, 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 or committing a crime. Our post-offering amended and restated memorandum and articles of association provide that each officer or director of our company shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such director or officer, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the form of indemnification agreement filed as Exhibit 10.4 to this Registration Statement, we will agree to indemnify our 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 our company.
The form of Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement will also provide for indemnification of us and our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation D under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions.
Purchaser | Date of Issuance | Number of Securities | Class of Securities | Consideration | ||||
Honor Reliance Development Limited | June 12, 2018 | 22,146,871 | Class A Ordinary Share | (i) 40% equity interest in each of Ping An Jixin (Shanghai) Investment Management Co., Ltd. and Chongqing Chongjinsuo Enterprise Management Company and (ii) nominal price | ||||
Tun Kung Company Limited | December 24, 2019 | 15,000,000 | Class A Ordinary Share | Nominal price (reserved for share awards available under our 2019 Plan) | ||||
F3 Holding LLC | November 29, 2018 | 19,452,584 | Class C Ordinary Shares | US$585,000,000 | ||||
DIC Holding LLC | November 29, 2018 | 2,161,398 | Class C Ordinary Shares | US$65,000,000 |
II-1
Purchaser | Date of Issuance | Number of Securities | Class of Securities | Consideration | ||||
HS Investments AP13 Limited | November 29, 2018 | 665,045 | Class C Ordinary Shares | US$19,999,982 | ||||
HS Investments (A) L.P. | November 29, 2018 | 166,262 | Class C Ordinary Shares | US$5,000,018 | ||||
HS Investments (C) Limited | November 29, 2018 | 332,523 | Class C Ordinary Shares | US$10,000,006 | ||||
So Cheung Wing | November 29, 2018 | 5,586,383 | Class C Ordinary Shares | US$168,000,000 | ||||
Lux Holdings Limited | November 29, 2018 | 4,987,842 | Class C Ordinary Shares | US$150,000,000 | ||||
LionRock LJS L.P. (formerly known as LionRock Money L.P.) | November 29, 2018 | 2,261,155 | Class C Ordinary Shares | US$68,000,000 | ||||
All-Stars PESP V Limited | November 29, 2018 | 1,662,614 | Class C Ordinary Shares | US$50,000,000 | ||||
Macquarie Capital Asian Fintech Investments Holdings LP | November 29, 2018 | 1,094,831 | Class C Ordinary Shares | US$32,925,000 | ||||
SBI Hong Kong Holdings Co., Limited | November 29, 2018 | 166,261 | Class C Ordinary Shares | US$5,000,000 | ||||
SBI AI&Blockchain Investment LPS | November 29, 2018 | 166,261 | Class C Ordinary Shares | US$5,000,000 | ||||
J.P. Morgan Securities LLC | November 29, 2018 | 1,163,830 | Class C Ordinary Shares | US$35,000,000 | ||||
UBS AG, London Branch | November 29, 2018 | 1,562,858 | Class C Ordinary Shares | US$47,000,000 | ||||
Hermitage Galaxy Fund SPC on behalf of Hermitage Fund Four SP | November 29, 2018 | 997,568 | Class C Ordinary Shares | US$30,000,000 | ||||
Broad Street Principal Investments L.L.C. | November 29, 2018 | 831,307 | Class C Ordinary Shares | US$25,000,000 | ||||
United Overseas Bank Limited | November 29, 2018 | 997,568 | Class C Ordinary Shares | US$30,000,000 | ||||
Bangkok Bank Public Company Limited | January 31, 2019 | 1,662,614 | Class C Ordinary Shares | US$50,000,000 | ||||
Lux Holdings Limited | January 31, 2019 | 1,014,195 | Class C Ordinary Shares | US$30,500,000 | ||||
Sabre Capital (Mauritius) Limited | January 31, 2019 | 16,626 | Class C Ordinary Shares | US$500,000 |
Purchaser | Date of Issuance | Type of Securities | Principal Amount | Consideration | ||||
F3 Holding LLC | September 30, 2020 | Optionally Convertible Note | US$585,000,000 | 19,452,584 Class C Ordinary Shares | ||||
DIC Holding LLC | September 30, 2020 | Optionally Convertible Note | US$65,000,000 | 2,161,398 Class C Ordinary Shares | ||||
HS Investments AP13 Limited | September 30, 2020 | Optionally Convertible Note | US$20,000,000 | 665,045 Class C Ordinary Shares |
II-2
Purchaser | Date of Issuance | Type of Securities | Principal Amount | Consideration | ||||
So Cheung Wing | September 30, 2020 | Automatically Convertible Note | US$168,000,000 | 5,586,383 Class C Ordinary Shares | ||||
Lux Holdings Limited | September 30, 2020 | Optionally Convertible Note | US$150,000,000 | 4,987,842 Class C Ordinary Shares (acquired on November 29, 2018) | ||||
Optionally Convertible Note | US$30,500,000 | 1,014,195 Class C Ordinary Shares (acquired on January 31, 2019) | ||||||
LionRock LJS L.P. | September 30, 2020 | Optionally Convertible Note | US$68,000,000 | 2,261,155 Class C Ordinary Shares | ||||
All-Stars PESP V Limited | September 30, 2020 | Optionally Convertible Note | US$50,000,000 | 1,662,614 Class C Ordinary Shares | ||||
Macquarie Capital Asian Fintech Investments Holdings LP | September 30, 2020 | Optionally Convertible Note | US$32,925,000 | 1,094,831 Class C Ordinary Shares | ||||
SBI Hong Kong Holdings Co., Limited | September 30, 2020 | Optionally Convertible Note | US$5,000,000 | 166,261 Class C Ordinary Shares | ||||
SBI AI&Blockchain Investment LPS | September 30, 2020 | Optionally Convertible Note | US$5,000,000 | 166,261 Class C Ordinary Shares | ||||
HS Investments (A) L.P. | September 30, 2020 | Optionally Convertible Note | US$5,000,000 | 166,262 Class C Ordinary Shares | ||||
HS Investments (C) Limited | September 30, 2020 | Optionally Convertible Note | US$10,000,000 | 332,523 Class C Ordinary Shares | ||||
UBS AG, London Branch | September 30, 2020 | Optionally Convertible Note | US$39,000,000 | 1,296,839 Class C Ordinary Shares | ||||
Automatically Convertible Note | US$8,000,000 | 266,019 Class C Ordinary Shares | ||||||
Hermitage Galaxy Fund SPC on behalf of Hermitage Fund Four SP | September 30, 2020 | Optionally Convertible Note | US$30,000,000 | 997,568 Class C Ordinary Shares | ||||
Broad Street Principal Investments L.L.C. | September 30, 2020 | Optionally Convertible Note | US$25,000,000 | 831,307 Class C Ordinary Shares | ||||
United Overseas Bank Limited | September 30, 2020 | Optionally Convertible Note | US$30,000,000 | 997,568 Class C Ordinary Shares | ||||
Sabre Capital (Mauritius) Limited | September 30, 2020 | Optionally Convertible Note | US$500,000 | 16,626 Class C Ordinary Shares | ||||
Rajendra Singh 2011 Florida Trust FBO Hersh Raj Singh | September 30, 2020 | Optionally Convertible Note | US$2,500,000 | 83,131 Class C Ordinary Shares | ||||
Rajendra Singh 2011 Florida Trust FBO Samir Raj Singh | September 30, 2020 | Optionally Convertible Note | US$2,500,000 | 83,131 Class C Ordinary Shares |
II-3
Purchaser | Date of Issuance | Type of Securities | Principal Amount | Consideration | ||||
LMA SPC for the account of Map 248 Segregated Portfolio | September 30, 2020 | Automatically Convertible Note | US$20,000,000 | 665,046 Class C Ordinary Shares | ||||
Aaron Nieman | September 30, 2020 | Optionally Convertible Note | US$500,000 | 16,626 Class C Ordinary Shares | ||||
Blaine Marder | September 30, 2020 | Optionally Convertible Note | US$200,000 | 6,650 Class C Ordinary Shares | ||||
J.P. Morgan Securities LLC | September 30, 2020 | Automatically Convertible Note | US$8,300,000 | 275,994 Class C Ordinary Shares | ||||
Generation Growth Investors Limited | September 30, 2020 | Optionally Convertible Note | US$1,000,000 | 33,252 Class C Ordinary Shares |
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) | Exhibits |
See Exhibit Index beginning on page II-5 of this registration statement.
(b) | Financial Statement Schedules |
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
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 provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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.
II-4
Lufax Holding Ltd
EXHIBIT INDEX
II-5
II-6
II-7
† | Previously filed. |
II-8
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 F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on October 27, 2020.
Lufax Holding Ltd | ||
By: | /s/ Gregory Dean Gibb | |
Name: Gregory Dean Gibb | ||
Title: Director and Chief Executive Officer |
II-9
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* | Co-Chairman of the Board and Chairman of Lufax Executive Committee | October 27, 2020 | ||
Guangheng Ji | ||||
* | Chairman of the Board | October 27, 2020 | ||
Renjie Li | ||||
/s/ Gregory Dean Gibb | Director and Chief Executive Officer (Principal Executive Officer) | October 27, 2020 | ||
Gregory Dean Gibb | ||||
* | Director and Chief Executive Officer of Puhui | October 27, 2020 | ||
Yong Suk Cho | ||||
* | Director | October 27, 2020 | ||
Jason Bo Yao | ||||
* | Director | October 27, 2020 | ||
Sin Yin Tan | ||||
* | Director | October 27, 2020 | ||
Eddie Siu Wah Law | ||||
* | Director | October 27, 2020 | ||
Peter Jurdjevic | ||||
* | Director | October 27, 2020 | ||
Jiming Ha | ||||
* | Director | October 27, 2020 | ||
Rusheng Yang | ||||
* | Director | October 27, 2020 | ||
Weidong Li | ||||
* | Director | October 27, 2020 | ||
Xudong Zhang | ||||
* | Chief Financial Officer (Principal Financial and Accounting Officer) | October 27, 2020 | ||
James Xigui Zheng |
II-10
Signature | Title | Date | ||
* | Controller and Chief Financial Officer of Puhui | October 27, 2020 | ||
David Siu Kam Choy |
*By | /s/ Gregory Dean Gibb | |
Name: Gregory Dean Gibb | ||
Attorney-in-fact |
II-11
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, 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 October 27, 2020.
Cogency Global Inc. Authorized U.S. Representative | ||
By: | /s/ Colleen A. De Vries | |
Name: Colleen A. De Vries | ||
Title: Senior Vice President |
II-12