重大事件
外國發行人報告
6-K
2026-08-05
陸金所控股提交6-K文件 披露7月股本維持穩定及平保可換股票據潛在攤薄風險
AI 繁中摘要
📄 申報類型:6-K(附 FF301 每月證券變動報表)
🏦 發行人:Lufax Holding Ltd(陸金所控股有限公司,股份代號:06623)
📅 申報月份:2026 年 7 月 31 日止月份(提交日期:2026 年 8 月 5 日)
本份 6-K 文件主要載列公司根據港交所《上市規則》第 13.25C 條提交的每月證券變動申報,內容包括法定股本、已發行股份、購股權、可換股票據及股份獎勵計劃等資料。
📊 股本變動重點:
- 法定股本:維持 100 億股普通股,每股面值 0.00001 美元,法定股本總額為 10 萬美元,月內無變動。
- 已發行股份(不包括庫存股):截至 2026 年 7 月 31 日為 17.33 億股(1,733,377,784 股),與上月相同,月內沒有增加或減少。
- 庫存股:維持 0 股。
- 公眾持股量:公司確認已符合主板規則第 13.32D(1) 條所規定之最低公眾持股量要求(初始門檻為已發行股份總數的 25%)。
📌 其他證券計劃變動:
- 購股權(2014 年股份激勵計劃):該計劃已於 2024 年 12 月屆滿。月內有 3,390 份購股權失效,令尚未行使購股權由 7,239,638 份降至 7,236,248 份,月內並無因行使購股權而發行新股,亦無集資所得款項。
- 可換股票據(平保可換股票據):本金額維持 9.769 億美元,換股價為 2.32 美元,截至月底可轉換為 421,077,586 股普通股。月內並無轉換或發行新股。
- 2019 年績效股份單位計劃:月內有 185,205 個績效股份單位(PSU)已歸屬或待發行?文件中顯示為「Number of new shares issued during the month pursuant thereto」並無填上,僅列出該數目。截至 2026 年 7 月 31 日,該計劃尚有 12,716,189 股可供未來授予(相當於 6,358,094 份 ADS)。
備註:公司已發行股份數目不包括根據股份回購計劃回購的 ADS 所對應的股份,以及向存託人發行以預留作未來行使認股權或獎勵之用的股份;截至 2026 年 7 月 31 日合共 56,304,860 股。公司已獲聯交所豁免嚴格遵守有關持有該等股份的規定。
🧐 對投資者的潛在影響:
月內公司股本架構基本維持穩定,沒有新股發行或回購操作,因此短期攤薄效應有限。然而,平保可換股票據涉及潛在 4.21 億股(佔現有已發行股份約 24%),若日後轉換將對
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: 31 July 2026 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: Lufax Holding Ltd Date Submitted: 05 August 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 O 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 July 31, 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 Lapsed -3,390 7,236,248 7,236,248 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 July 31, 2026, 12,716,189 shares of the Company (equivalent to 6,358,094 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) 185,205 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: Xiang JI Title: Executive Director (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.