United States securities and exchange commission logo
September 30, 2020
Gregory Dean Gibb
Director and Chief Executive Officer
Lufax Holding Ltd.
No. 1333 Lujiazui Ring Road 15/F
Pudong New District, Shanghai
People s Republic of China
Re: Lufax Holding Ltd.
Amendment No. 2 to
Draft Registration
Statement on Form F-1
Submitted September
22, 2020
CIK No. 0001816007
Dear Mr. Gibb:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Management s Discussion and Analysis of Financial Condition and
Results of Operations
Mix and Pricing of Products and Services, page 98
1. We note your response
to comment 1 and revised disclosures on page 98, which state
that early repayment
accounted for 43% of the total attrition for the general unsecured
loans and 70% of the
total attrition for the secured loans during the six months ended June
30, 2020. Please revise
to disclose the gross dollar amount of early payments applied
against the loan
principal during each period presented.
Gregory Dean Gibb
Lufax Holding Ltd.
September 30, 2020
Page 2
2. We note from your disclosures on page 98 that borrowers are more
likely to repay their
loans during a falling interest rate environment in order to refinance
their loans at lower
interest rates. Please address and revise your disclosures to clarify
the following:
Tell us if you permit borrowers to refinance their loans on
your platform to a lower
interest rate without early payment;
Tell us if you permit borrowers to take out more than one loan
at a time on your
platform;
Tell us if you permit borrowers to take out a new loan at a
lower interest rate and use
the proceeds of that new loan to pay off their existing loan; and
Tell us how you monitor the amount of loans that borrowers may
undertake from
other lending platforms.
Business
Insured or Guaranteed by Third Parties, page 176
3. We note your response to comment 7 stating that you do not have the
exact amount of
insurance claims and reimbursements between the funding partners and
credit
enhancements partners for off-balance sheet loans. Please explain to
us how you are able
to reliably estimate the repayment period for the off-balance sheet
loans, which you
describe in your response to comment 6 and as disclosed on page 103,
without knowing
the repayment activity, inclusive of any insurance claims and
reimbursements, for the off-
balance sheet loans.
4. We note your disclosure of the amount of claims submitted and
reimbursed from credit
enhancement partners on page 177. Given the significant amount of
claims activity and
volume of loans covered by credit enhancement partners, please tell us
and revise to
provide expanded disclosure as to how you continually assess the
creditworthiness of your
credit enhancement partners. For example, tell us and disclose how you
evaluate their
liquidity position to pay such claims, capital adequacy, leverage,
risk-based ratios, metrics
or other financial measures. In addition, tell us if there are any
maximum capital
limitations that restrict the credit enhancement partners ability to
provide coverage over a
certain threshold.
Products and Product Partners, page 185
5. We note your disclosure of average take rate for current products along
with the
FirstName LastNameGregory Dean Gibb
definition on page 186. Please provide us with an example and
illustrative calculation of
Comapany NameLufax
average take rateHolding
for your Ltd.
current products, as well as an example
calculation showing
how30,
September average
2020 take
Pagerate
2 correlates to the related revenue stream.
FirstName LastName
Gregory Dean Gibb
FirstName LastNameGregory Dean Gibb
Lufax Holding Ltd.
Comapany 30,
September NameLufax
2020 Holding Ltd.
September
Page 3 30, 2020 Page 3
FirstName LastName
Notes to Consolidated Financial Statements
21. Accounts and other receivables and contract assets, page F-82
6. We note your response to comment 10 and revised disclosures on page
F-83. Given that a
significant portion of these receivables have been outstanding for a
significant timeframe,
please revise to disclose, for each period presented the following:
the receivable amounts in the foreclosure process;
the payment amounts received due to payment relief; and
the receivables sold and the corresponding gain or loss
recognized upon such sales.
Further, given the significant uncertainty relating to these types of
receivables, address
why it is not more appropriate to charge-off the receivables reducing
the established
allowance and recording any amounts subsequently recovered when they
are received.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
16. Loans to customers, page F-132
7. We note your response to comment 11 identifying that part of the
reason the DPD 90+
increased while stage 3 loans decreased from December 31, 2019 to June
30, 2020 was
because 88% of the on-balance sheet loans were covered by external
credit enhancement
partners and will be paid off once these loans are delinquent for 80
days and thus are not
included in stage 3. Based on your response, it is unclear how this
aspect of your response
addresses the inconsistency between DPD 90+ and stage 3. If these
loans are paid off by
credit enhancement partners when they are delinquent for 80 days, then
tell us why they
would be included in your DPD 90+ delinquency rates. In addition, tell
us the average lag
time it takes to receive reimbursement from the credit enhancement
partners.
8. We note your response to comment 12 explaining the relationship,
trends and changes to
your total loans, ECL and ECL provision ratio from December 31, 2019
to June 30, 2020
considering the various economic factors. Please address the
following:
Provide us with a table summarizing your total loans, ECL and
ECL provision ratio,
all excluding the loan balances covered by credit enhancements,
by stages 1, 2 and 3
and days past due as of December 31, 2019 and June 30, 2020; and
As it relates to the portion of the response where you explain
why the ECL provision
rate for your stage 1 loans decreased from December 31, 2019 to
June 30, 2020
because most newly originated loans were not due or were overdue
for less than 30
days, tell us how this correlates to the increase in your DPD 30+
delinquency rates
disclosed on page 178, which showed an increase from December 31,
2019 to June
30, 2020.
Gregory Dean Gibb
Lufax Holding Ltd.
September 30, 2020
Page 4
You may contact Robert Klein, Staff Accountant, at (202) 551-3847 or
Marc Thomas,
Staff Accountant, at (202) 551-3452 if you have questions regarding comments on
the financial
statements and related matters. Please contact David Lin, Staff Attorney, at
(202) 551-3552 or
Sandra Hunter Berkheimer, Legal Branch Chief, at (202) 551-3758 with any other
questions.
FirstName LastNameGregory Dean Gibb Sincerely,
Comapany NameLufax Holding Ltd.
Division of
Corporation Finance
September 30, 2020 Page 4 Office of Finance
FirstName LastName