As filed with the Securities and Exchange Commission on April 12, 2023
Registration No. 333-258286
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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
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:
David Siu Kam Choy, Chief Financial Officer Telephone: +86 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
Lufax Holding Ltd (the “Registrant”) filed a registration statements on Form S-8 (File No. 333-258286) (the “Registrant Statement”) with the Securities and Exchange Commission (the “Commission”) on July 30, 2021 to register a total of 45,644,803 ordinary shares, par value US$0.00001 per share, of the Registrant, 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”).
On April 12, 2023, the shareholders of the Registrant approved the amendment and restatement of the 2014 Plan (the “Amended 2014 Plan”), the amendment and restatement of the 2019 Plan (the “Amended 2019 Plan”), and the termination of the 2015 Plan in its entirety. The maximum aggregate number of shares that may be issued under the Amended 2014 Plan has been adjusted from 20,644,803 ordinary shares to 30,644,803 ordinary shares, increased by 10,000,000 ordinary shares. The maximum aggregate number of shares that may be issued under the Amended 2019 Plan remains unchanged.
This Post-Effective Amendment No. 1 is being filed to remove from registration of the ordinary shares previously registered for offering or sale pursuant to the 2015 Plan that remain unsold and unissued as of April 12, 2023, if any, and the Registration Statement is hereby amended to reflect the deregistration of such ordinary shares. This Post-Effective Amendment No. 1 is also being filed for the purpose of filing Exhibits 10.1 and 10.3 to the Registration Statement and amending the exhibit index of the Registration Statement, to reflect the Amended 2014 Plan and the Amended 2019 Plan. The Amended 2014 Plan is filed herewith as Exhibit 10.1 and replaces Exhibit 10.1 of the Registration Statement. The Amended 2019 Plan is filed herewith as Exhibit 10.3 and replaces Exhibit 10.3 of the Registration Statement.
EXHIBIT INDEX
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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 | |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on April 12, 2023.
Signature | Title | |
* | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | |
| Yong Suk Cho | ||
* | 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 | ||
* | Independent Director | |
| Rusheng Yang | ||
* | Independent Director | |
| Weidong Li | ||
* | Independent Director | |
| Xudong Zhang | ||
* | Independent Director | |
| David Xianglin Li | ||
* | Chief Financial Officer (Principal Financial and Accounting Officer) | |
| David Siu Kam Choy | ||
| *By: | /s/ Guangheng Ji | |
| Name: Guangheng Ji | ||
| Attorney-in-fact |
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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 | |||
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