重大事件
外國發行人報告
6-K
2026-07-06
陸金所提交6-K公告 附股份變動月報表 已發行股份維持17.33億股
AI 繁中摘要
陸金所(Lufax Holding Ltd,股票代號:06623)於2026年7月6日提交截至2026年6月30日止的股份變動月報表(FF301),該文件同時作為美國SEC 6-K的附件(Exhibit 99.1)。以下是重點摘要:
📌 **授權股本**:維持不變,授權股份總數100億股,每股面值0.00001美元,授權股本10萬美元。
📌 **已發行股份**:截至2026年6月30日,已發行股份(不含庫存股)為1,733,377,784股,較上月無變動。公司確認公眾持股量符合香港聯交所主板規則第13.32B條的初始規定(不少於已發行股份總數的25%)。
📌 **庫存股份**:無庫存股份。
📌 **股份期權**:2014年股份獎勵計劃已於2024年12月到期,截至月底尚有7,239,638份期權未行使,本月無行使。2019年績效股份單位計劃尚有12,710,339股(相當於6,355,169份ADS)可供未來授予。
📌 **可換股票據**:公司持有一筆由平安集團發行的可換股票據(本金9.769億美元),轉換價為每股2.32美元,可轉換為421,077,586股普通股。本月該可換股票據金額及轉換條款無變動。
📌 **其他股份計劃**:2019年績效股份單位計劃於本月新增發行187,155股普通股(因績效歸屬),已計入已發行股份。
📌 **股份回購及預留**:公司根據股份回購計劃回購的ADSs以及為未來股權激勵預留的股份合計56,304,860股,不計入已發行股份。公司已獲得聯交所豁免相關嚴格規定。
📌 **確認**:公司董事會確認本月所有股份發行或庫存股轉讓均已獲授權,並符合上市規則及法律要求。
💡 **對投資者的影響**:月報表顯示陸金所股本結構穩定,無重大稀釋壓力。可換股票據若全數轉換將增加約4.21億股(相當於現有已發行股份的24.3%),但短期內未見轉換動作。投資者需留意平安可換股票據的潛在攤薄效應,以及公司持續回購ADS對股價的支持作用。整體而言,公司財務狀況及資本管理保持穩健。
展開英文正文
FF301 v Page 1 of 10 1.2.1 Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 30 June 2026 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: Lufax Holding Ltd Date Submitted: 06 July 2026 I. Movements in Authorised / Registered Share Capital 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes Stock code (if listed) 06623 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 10,000,000,000 USD 0.00001 USD 100,000 Increase / decrease (-) USD Balance at close of the month 10,000,000,000 USD 0.00001 USD 100,000 Total authorised/registered share capital at the end of the month: USD 100,000 Exhibit 99.1 FF301 v Page 2 of 10 1.2.1 II. Movements in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes Stock code (if listed) 06623 Description Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 1,733,377,784 0 1,733,377,784 Increase / decrease (-) Balance at close of the month 1,733,377,784 0 1,733,377,784 Public float sufficiency confirmation (Note 4) Pursuant to Main Board Rule 13.32D(1) or 19A.28D(1) / GEM Rule 17.37D(1) or 25.21D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of the month: the applicable public float requirement (see below) has been complied with ✔ the applicable public float requirement (see below) has not been complied with The applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 13.32B or 19A.28B / GEM Rule 17.37B or 25.21B (as the case may be) is: Applicable public float threshold Initial Prescribed Threshold - 25% of the total number of issued shares in the class to which the listed shares belong (excluding treasury shares) Additional information Remarks: The number of issued shares of Lufax Holding Ltd (the “Company”) excludes (i) the shares underlying the ADSs repurchased by the Company pursuant to the share repurchase programs and (ii) shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of options or awards granted under the Company's share incentive plans, which in aggregate amounted to 56,304,860 as of June 30, 2026. The Company has obtained a waiver from the Stock Exchange from strict compliance with the requirements in relation to the retention of the above mentioned shares during its Hong Kong listing process. For further details, please refer to the section headed "Waivers" in the Company’s listing document dated April 11, 2023. FF301 v Page 3 of 10 1.2.1 III. Details of Movements in Issued Shares and/or Treasury Shares (A). Share Options (under Share Option Schemes of the Issuer) 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes Stock code (if listed) 06623 Description Particulars of share option scheme Number of share options outstanding at close of preceding month Movement during the month Number of share options outstanding at close of the month Number of new shares issued during the month pursuant thereto (A1) Number of treasury shares transferred out of treasury during the month pursuant thereto (A2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month 1). 2014 Share Incentive Plan adopted in December 2014 - award of options (which is amended from time to time) 7,239,638 7,239,638 0 General Meeting approval date (if applicable) Increase in issued shares (excluding treasury shares): Ordinary shares (AA1) Decrease in treasury shares: Ordinary shares (AA2) Total funds raised during the month from exercise of options: USD 0 Remarks: As of June 30, 2026, 12,710,339 shares of the Company (equivalent to 6,355,169 ADSs of the Company) are available for future grant under the scheme mandate limit under the 2019 Performance Share Unit Plan (adopted in September 2019 and amended from time to time). The 2014 Share Incentive Plan has expired in December 2024. FF301 v Page 4 of 10 1.2.1 (B). Warrants to Issue Shares of the Issuer Not applicable FF301 v Page 5 of 10 1.2.1 (C). Convertibles (i.e. Convertible into Shares of the Issuer) 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes Stock code (if listed) 06623 Description Description of the Convertibles Currency Amount at close of preceding month Movement during the month Amount at close of the month Number of new shares issued during the month pursuant thereto (C1) Number of treasury shares transferred out of treasury during the month pursuant thereto (C2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month 1). Ping An Convertible Promissory Notes USD 976,900,000 976,900,000 421,077,586 Type of the Convertibles Bond/Notes Stock code of the Convertibles (if listed on the Exchange) (Note 1) Subscription/Conversion price USD 2.32 General Meeting approval date (if applicable) Increase in issued shares (excluding treasury shares): Ordinary shares (CC1) Decrease in treasury shares: Ordinary shares (CC2) FF301 v Page 6 of 10 1.2.1 (D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes Stock code (if listed) 06623 Description Description of other agreements or arrangements General Meeting approval date (if applicable) Number of new shares issued during the month pursuant thereto (D1) Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month 1). 2019 Performance Share Unit plan, adopted in September 2019 - performance share units (which was amended from time to time) 187,155 Increase in issued shares (excluding treasury shares): Ordinary shares (DD1) Decrease in treasury shares: Ordinary shares (DD2) FF301 v Page 7 of 10 1.2.1 (E). Other Movements in Issued Shares and/or Treasury Shares Not applicable Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): Ordinary shares Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): Ordinary shares FF301 v Page 8 of 10 1.2.1 IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable FF301 v Page 9 of 10 1.2.1 V. Confirmations Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 5) (i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 6); (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. Submitted by: Tongzhuan XI Title: Executive Director and Chief Financial Officer (Director, Secretary or other Duly Authorised Officer) FF301 v Page 10 of 10 1.2.1 Notes 1. The Exchange refers to The Stock Exchange of Hong Kong Limited. 2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date". In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury". 3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number. 4. "Initial Prescribed Threshold”, "Alternative Threshold” and "market value" have the meanings ascribed thereto under Main Board Rule 13.32A or 19A.28A / GEM Rule 17.37A or 25.21A. See also Main Board Rule 13.32D(4) or 19A.28D(4) / GEM Rule 17.37D(4) or 25.21D(4) on the basis of the public float disclosure. 5. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return. 6. “Identical” means in this context: . the securities are of the same nominal value with the same amount called up or paid up; . they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and . they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.