DEPOSIT AGREEMENT by and among LUFAX HOLDING LTD and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of November 3, 2020Deposit Agreement • March 11th, 2021 • Lufax Holding LTD • Finance services • New York
DEPOSIT AGREEMENT, dated as of November 3, 2020, by and among (i) Lufax Holding Ltd, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands, and its successors (the “Company”), (ii) Citibank, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2020 by and between Lufax Holding Ltd, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (PRC ID Card / Passport No. ) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _____________, 2020 by and between Lufax Holding Ltd, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and _____________ (ID Card / Passport No. _____________) (the “Executive”).
Lufax Holding Ltd 175,000,000 American Depositary Shares Representing 87,500,000 Ordinary Shares (par value US$0.00001 per share) Underwriting AgreementUnderwriting Agreement • October 27th, 2020 • Lufax Holding LTD • Finance services • New York
Lufax Holding Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 175,000,000 American Depositary Shares (“ADSs”), each two ADSs representing one ordinary share, par value US$0.00001 per share (the “Ordinary Shares”), of the Company, and, at the election of the Representatives on behalf of the Underwriters, up to 26,250,000 additional ADSs of the Company. The aggregate of 175,000,000 ADSs to be sold by the Company is herein called the “Firm ADSs” and the aggregate of 26,250,000 additional ADSs to be sold by the Company is herein called the “Optional ADSs”. The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “ADSs”.
Share Pledge AgreementShare Pledge Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
Shanghai Huiyuan Management Consulting Company Limited, a limited liability company organized and existing under the laws of PRC, with its address at Room 202-1, No. 13, 1502 Lane, Luoshan Road, Pudong District, Shanghai (“Pledgee”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 7th, 2023 • Lufax Holding LTD • Finance services
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on February 1, 2023 in Shanghai.
Voting Trust AgreementVoting Trust Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
This Voting Trust Agreement (this “Agreement”) is executed by and among the following Parties as of 23 March 2015 in Shanghai, the People’s Republic of China (“PRC”):
Exclusive Equity Interest Option AgreementExclusive Equity Interest Option Agreement • April 7th, 2023 • Lufax Holding LTD • Finance services
This Exclusive Equity Interest Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 1, 2023 in Shanghai:
Exclusive Asset Option AgreementExclusive Asset Option Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
This Exclusive Asset Option Agreement (this “Agreement”) is executed by and among the following Parties as of 23 March 2015 in Shanghai, China:
Voting Proxy AgreementVoting Proxy Agreement • April 7th, 2023 • Lufax Holding LTD • Finance services
Shanghai Xiongguo Corporation Management Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at Room 0401, Floor 4, No. 1333 LuJiazui Circle Road, China (Shanghai) Pilot Free Trade Zone, Shanghai (the “Principal A”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on 23 March 2015 in Shanghai, China.
Exclusive Equity Interest Option AgreementExclusive Equity Interest Option Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
This Exclusive Equity Interest Option Agreement (this “Agreement”) is executed by and among the following Parties as of 23 March 2015 in Shanghai, China:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on 23 March 2015 in Shanghai, China.
AMENDMENT AND SUPPLEMENTAL AGREEMENT TO THE SHARE PURCHASE AGREEMENT AND THE CONVERTIBLE PROMISSORY NOTESAnd Supplemental Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services • Hong Kong
This Amendment and Supplemental Agreement to the Share Purchase Agreement and the Convertible Promissory Notes (“Amendment and Supplemental Agreement”) is made on August 31, 2020 among:
Exclusive Equity Interest Option AgreementInterest Option Agreement • September 2nd, 2020 • Lufax Holding LTD • Finance services
This Exclusive Equity Interest Option Agreement (this “Agreement”) is executed by and among the following Parties as of 23 March 2015 in Shanghai, China:
Share Pledge AgreementShare Pledge Agreement • April 7th, 2023 • Lufax Holding LTD • Finance services
This Share Pledge Agreement (this “Agreement”) has been executed by and among the following Parties on February 1, 2023 in Shanghai:
SECURITIES EXCHANGE AGREEMENT DATED 23 SEPTEMBER 2020 BY AND AMONG LUFAX HOLDING LTD - and - EACH INVESTOR LISTED IN SCHEDULE 1Securities Exchange Agreement • October 19th, 2020 • Lufax Holding LTD • Finance services • Hong Kong
(each, a “Party” and, collectively, the “Parties”). Each Person which executes and delivers a counterpart signature page to this Agreement as an “Additional Investor” after the date hereof and on or prior to the Additional Investors Deadline (as defined below) pursuant to Section 2.1 is referred to herein as an “Additional Investor”, and collectively as the “Additional Investors” and shall thereupon be deemed to have entered into, and be party to, this Agreement and the terms “Investor” and “Investors”, and “Party” and “Parties” shall thereafter be construed accordingly to include such Additional Investor and the Additional Investors, respectively.
Exclusive Asset Option AgreementExclusive Asset Option Agreement • April 7th, 2023 • Lufax Holding LTD • Finance services
This Exclusive Asset Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 1, 2023 in Shanghai:
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT relating to LUFAX HOLDING LTD DATED 31 JANUARY 2019 BY AND AMONG AN KE TECHNOLOGY COMPANY LIMITED CHINA PING AN INSURANCE OVERSEAS (HOLDINGS) LIMITED TUN KUNG COMPANY LIMITED - and - PARTIES LISTED IN...Shareholders Agreement • September 2nd, 2020 • Lufax Holding LTD • Finance services • Hong Kong
(each, a “Party” and, collectively, the “Parties”). Each person which executes and delivers a counterpart signature page to this Agreement as an “Additional C-round Investor” after the date hereof and on or prior to the latest date permitted for such execution and delivery pursuant to Section 3.3 of the C-round Share Subscription Agreement is referred to herein as an “Additional C-round Investor” and shall thereupon be deemed to have entered into, and be party to, this Agreement, and the terms “C-round Investor” and “C-round Investors”, “Investor” and “Investors” and “Party” and “Parties” shall thereafter be construed accordingly to include such Additional C-round Investor and Additional C-round Investors, respectively, and Part 3 of Schedule 1 hereto shall be deemed amended to include each Additional C-round Investor and its respective information, including without limitation the number of Class C Ordinary Shares subscribed for by such Additional C-round Investor pursuant to the C-ro
Voting Proxy AgreementVoting Proxy Agreement • September 2nd, 2020 • Lufax Holding LTD • Finance services
This Voting Proxy Agreement (this “Agreement”) is executed by and among the following Parties on November 21, 2018 in Shanghai, the People’s Republic of China (“PRC”):
Exclusive Asset Option AgreementExclusive Asset Option Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
This Exclusive Asset Option Agreement (this “Agreement”) is executed by and among the following Parties as of 23 March 2015 in Shanghai, China:
Exclusive Equity Interest Option AgreementExclusive Equity Interest Option Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
This Exclusive Equity Interest Option Agreement (this “Agreement”) is executed by and among the following Parties as of 23 March 2015 in Shanghai, China:
Exclusive Asset Option AgreementExclusive Asset Option Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
This Exclusive Asset Option Agreement (this “Agreement”) is executed by and among the following Parties on November 21, 2018 in Shanghai:
Voting Proxy AgreementVoting Proxy Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
This Voting Proxy Agreement (this “Agreement”) is executed by and among the following Parties on November 21, 2018 in Shanghai, the People’s Republic of China (“PRC”):
AMENDMENT AND SUPPLEMENTAL AGREEMENT TO THE SHARE PURCHASE AGREEMENT AND THE CONVERTIBLE PROMISSORY NOTESAmendment and Supplemental Agreement • August 20th, 2021 • Lufax Holding LTD • Finance services • Hong Kong
This Amendment and Supplemental Agreement to the Share Purchase Agreement and the Convertible Promissory Notes (“Amendment and Supplemental Agreement”) is made on 20 August 2021 among:
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT relating to LUFAX HOLDING LTD DATED 31 JANUARY 2019 BY AND AMONG AN KE TECHNOLOGY COMPANY LIMITED CHINA PING AN INSURANCE OVERSEAS (HOLDINGS) LIMITED TUN KUNG COMPANY LIMITED - and - PARTIES LISTED IN...Shareholders Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services • Hong Kong
(each, a “Party” and, collectively, the “Parties”). Each person which executes and delivers a counterpart signature page to this Agreement as an “Additional C-round Investor” after the date hereof and on or prior to the latest date permitted for such execution and delivery pursuant to Section 3.3 of the C-round Share Subscription Agreement is referred to herein as an “Additional C-round Investor” and shall thereupon be deemed to have entered into, and be party to, this Agreement, and the terms “C-round Investor” and “C-round Investors”, “Investor” and “Investors” and “Party” and “Parties” shall thereafter be construed accordingly to include such Additional C-round Investor and Additional C-round Investors, respectively, and Part 3 of Schedule 1 hereto shall be deemed amended to include each Additional C-round Investor and its respective information, including without limitation the number of Class C Ordinary Shares subscribed for by such Additional C-round Investor pursuant to the C-ro
Share Pledge AgreementShare Pledge Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
Lufax Holding (Shenzhen) Technology Service Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at Room A201, No.1, Qianwan Yi Road, Qianhai Shenzhen-Hongkong Modern Service Industry Cooperation Zone, Shenzhen (settled in Shenzhen Qianhai Business Secretary Co., Ltd.) . The equity interests of Lufax (Shenzhen) Technology Service Co., Ltd is indirectly held by Lufax Holding Ltd (“Ultimate Controlling Shareholder”), an exempted company with limited liabilities in the Cayman Islands.
SECURITYHOLDERS AGREEMENT relating to LUFAX HOLDING LTD DATED 30 SEPTEMBER 2020 BY AND AMONG AN KE TECHNOLOGY COMPANY LIMITED CHINA PING AN INSURANCE OVERSEAS (HOLDINGS) LIMITED TUN KUNG COMPANY LIMITED - and – PARTIES LISTED IN SCHEDULE 1 - and -...Securityholders Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services • Hong Kong
Exclusive Equity Interest Option AgreementInterest Option Agreement • September 2nd, 2020 • Lufax Holding LTD • Finance services
This Exclusive Equity Interest Option Agreement (this “Agreement”) is executed by and among the following Parties as of 23 March 2015 in Shanghai, China:
Voting Trust AgreementVoting Trust Agreement • October 7th, 2020 • Lufax Holding LTD • Finance services
This Voting Trust Agreement (this “Agreement”) is executed by and among the following Parties as of 23 March 2015 in Shanghai, the People’s Republic of China (“PRC”):
Exclusive Equity Interest Option AgreementInterest Option Agreement • September 2nd, 2020 • Lufax Holding LTD • Finance services
This Exclusive Equity Interest Option Agreement (this “Agreement”) is executed by and among the following Parties on November 21, 2018 in Shanghai:
Exclusive Asset Option AgreementExclusive Asset Option Agreement • September 2nd, 2020 • Lufax Holding LTD • Finance services
This Exclusive Asset Option Agreement (this “Agreement”) is executed by and among the following Parties on November 21, 2018 in Shanghai:
Share Pledge AgreementShare Pledge Agreement • September 2nd, 2020 • Lufax Holding LTD • Finance services
Lufax Holding (Shenzhen) Technology Service Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at Room A201, No.1, Qianwan Yi Road, Qianhai Shenzhen-Hongkong Modern Service Industry Cooperation Zone, Shenzhen (settled in Shenzhen Qianhai Business Secretary Co., Ltd.) . The equity interests of Lufax (Shenzhen) Technology Service Co., Ltd is indirectly held by Lufax Holding Ltd (“Ultimate Controlling Shareholder”), an exempted company with limited liabilities in the Cayman Islands.
