INTRODUCTION

On November 13, 2023 (after Hong Kong trading hours), Lufax Holding Ltd (the “Company”) entered into the Share Purchase Agreement with OneConnect Financial Technology Co., Ltd. ( 壹账通金融科技有限公司 ) (as the Seller) and Ping An OneConnect Bank (Hong Kong) Limited (the “Virtual Bank”), pursuant to which the Seller conditionally agreed to sell, and the Company conditionally agreed to acquire the Virtual Bank through the sale and purchase of the entire issued share capital of the indirect holding company of the Virtual Bank, Jin Yi Tong Limited (as the Target Company), at a consideration of HK$933 million in cash, subject to the terms and conditions of the Share Purchase Agreement. Upon Closing, the Target Company and other members of the Target Group will become subsidiaries of the Company and their financial statements will be consolidated into the accounts of the Group.

The Seller is a connected person of the Company by virtue of it being an associate of Ping An Insurance as of the date of this announcement. Accordingly, the Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio in respect of the Share Purchase Agreement and the transactions contemplated thereunder is more than 0.1% but less than 5%, the Share Purchase Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

Completion of the Acquisition is subject to the satisfaction of the conditions precedent under the Share Purchase Agreement, and therefore, may or may not proceed to completion. Shareholders (including holders of ADSs) and potential investors are advised to exercise caution when dealing in the Shares and ADSs.

(1)   the Company;

(2)   the Seller; and

(3)   PAOB

Original cost of investment
incurred for the
Target Group

Closing of the Acquisition is subject to the fulfillment of the following conditions or waiver (if applicable) of the following conditions:

(1)   the receipt of all necessary corporate approvals, governmental approvals (including but not limited to the approvals from the Hong Kong Monetary Authority) and authorizations and consents of third parties (if required), and remaining to be effective;

(2)   no law or order by a government authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated under the Share Purchase Agreement;

(3)   each of the parties to the Share Purchase Agreement has executed and delivered the transaction documents contemplated under the Share Purchase Agreement;

(4)   no member of the Target Group has suffered any material adverse effect (as defined in the Share Purchase Agreement) in the business, results of operations or condition (financial or otherwise) of the Target Group, taken as a whole;

(5)   all fundamental representations and warranties and non-fundamental representations and warranties with any materiality qualifier with respect to the Company, the Seller and the Target Group are true and correct in all respects, and all non-fundamental representations and warranties without any materiality qualifier with respect to the Company, the Seller and the Target Group are true and correct in all material respects subject to standard materiality read-out, as of the date of the Share Purchase Agreement when made and as of the Closing with the same force and effect as if made as of the Closing, except to the extent such representations and warranties relate to another date;

(6)   the parties to the Share Purchase Agreement have performed and complied with, in all material respects, each of the obligations and agreements required by the Share Purchase Agreement to be performed or complied with by them on or prior to the Closing Date;

(7)   there being no action or proceeding against the Seller or any member of the Target Group or the Company prohibiting or restricting the transaction contemplated under the Share Purchase Agreement or have any material adverse effect (as defined in the Share Purchase Agreement) on the business of any member of the Target Group or on any member of the Target Group (if applicable);

(8)   none of the members of the Target Group has been an obligor under any indebtedness (as defined in the Share Purchase Agreement) other than any indebtedness incurred or arising in the ordinary course of business;

(9)   delivery of duly executed resignation and release letters dated the Closing Date from the director(s) on the boards of PAOB, Jin Yi Rong and the Target Company as the Company may designate; and

(10)  receipt of certificates by the Company and the Seller certifying the aforementioned conditions have been satisfied.

2022

HK$’000

2021

HK$’000

Revenue

Loss before taxation

Loss after taxation

ABSTENTION FROM VOTING ON BOARD RESOLUTIONS

“Stock Exchange” or “Hong Kong Stock Exchange”