Ping An (NYSE: LU) discloses 73.3% Lufax ownership including note conversions

Rhea-AI Filing Summary

Ping An Insurance (Group) Company of China, Ltd. and its affiliates filed Amendment No. 3 to their Schedule 13D on Lufax Holding Ltd, updating their reported beneficial ownership and convertible note terms.

Ping An reports beneficial ownership of 1,579,768,074 ordinary shares of Lufax, representing 73.3% of the class, including 421,077,586 ordinary shares issuable upon conversion of promissory notes whose conversion period begins by April 30, 2026. An Ke Technology Company Limited reports 967,011,824 shares (44.9%) and China Ping An Insurance Overseas (Holdings) Limited reports 612,756,250 shares (28.4%), each figure including ordinary shares currently held and shares issuable from the same convertible notes. The percentage calculations are based on 2,154,455,370 ordinary shares, including 1,733,377,784 issued and outstanding shares and the 421,077,586 shares underlying the notes. The filing also confirms no reported transactions in Lufax ordinary shares by these reporting persons during the past 60 days and restates governance details and prior agreements linked to Ping An’s long‑standing strategic stake.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Lufax Holding Ltd

(Name of Issuer)

Ordinary Shares par value, $0.00001 per share

(Title of Class of Securities)

G5700Y209

(CUSIP Number)

Yanmei Dong
23rd Floor, Two International Finance, Centre 8 Finance Street, Central
Hong Kong, F4, 000000
86 0755 2262 7970

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G5700Y209

1

Name of reporting person

An Ke Technology Company Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 967,011,824.00
8	Shared Voting Power
9	Sole Dispositive Power 967,011,824.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

967,011,824.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The number of shares beneficially owned as reported in Rows (7), (9) and (11) includes 202,117,241 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof. The percent of class represented by amount as reported in Row (13) is calculated based on 2,154,455,370 Ordinary Shares of Lufax, including (i) 421,077,586 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof, and (ii) 1,733,377,784 issued and outstanding Ordinary Shares of Lufax, as reported by Lufax on a Form 6-K furnished on March 5, 2026 (the "Form 6-K").

SCHEDULE 13D

CUSIP Number(s): G5700Y209

1

Name of reporting person

China Ping An Insurance Overseas (Holdings) Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 612,756,250.00
8	Shared Voting Power
9	Sole Dispositive Power 612,756,250.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

612,756,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The number of shares beneficially owned as reported in Rows (7), (9) and (11) includes 218,960,345 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof. The percent of class represented by amount reported in Row (13) is calculated based on 2,154,455,370 Ordinary Shares of Lufax, including (i) 421,077,586 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof, and (ii) 1,733,377,784 issued and outstanding Ordinary Shares of Lufax, as reported by Lufax in the Form 6-K.

SCHEDULE 13D

CUSIP Number(s): G5700Y209

1

Name of reporting person

Ping An Insurance (Group) Company of China, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,579,768,074.00
8	Shared Voting Power
9	Sole Dispositive Power 1,579,768,074.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

1,579,768,074.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

73.3 %

14

Type of Reporting Person (See Instructions)

HC, CO

Comment for Type of Reporting Person:

The number of shares beneficially owned as reported in Rows (7), (9) and (11) includes 421,077,586 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof. The percent of class represented by amount reported in Row (13) is calculated based on 2,154,455,370 Ordinary Shares of Lufax, including (i) 421,077,586 Ordinary Shares of Lufax convertible from the Notes, as defined in Item 6 below, the conversion period of which commences within 60 days hereof, and (ii) 1,733,377,784 issued and outstanding Ordinary Shares of Lufax, as reported by Lufax in the Form 6-K.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares par value, $0.00001 per share
(b)	Name of Issuer: Lufax Holding Ltd
(c)	Address of Issuer's Principal Executive Offices: Building No. 6, Lane 2777, Jinxiu East Road, Pudong New District, Shanghai, CHINA , 201206.
Item 1 Comment: An Ke Technology Company Limited ("An Ke"), China Ping An Insurance Overseas (Holdings) Limited ("PAOH"), and Ping An Insurance (Group) Company of China, Ltd. ("Ping An", together with An Ke and PAOH, the "Reporting Persons" and each, a "Reporting Person") are the beneficial owners of ordinary shares, par value US$0.00001 per share (the "Ordinary Shares"), of Lufax Holding Ltd, a Cayman Islands company ("Lufax"). All references to Ordinary Shares herein include the Ordinary Shares underlying the American depositary shares ("ADSs") of Lufax. The following constitutes Amendment No. 3 to the Schedule 13D of the Reporting Persons, as originally filed with the Securities and Exchange Commission (the "Commission") on August 13, 2024 and amended by the amendments thereto filed on September 4, 2024 and December 9, 2024 (the "Schedule 13D"). The Schedule 13D is hereby amended and supplemented by this Amendment No. 3 to Schedule 13D (this "Amendment"). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Rows (11) and (13) of the cover pages of this Amendment are hereby incorporated by reference into this Item 5(a).
(b)	Rows (7) to (10) of the cover pages of this Amendment are hereby incorporated by reference into this Item 5(b).
(c)	Except as disclosed in the Schedule 13D and this Amendment, none of the Reporting Persons or, to their knowledge, any of the persons listed in Schedules A-1, A-2 or A-3 of the Schedule 13D, has effected any transactions relating to the Ordinary Shares during the past 60 days.
(d)	To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth and/or incorporated by reference in Items 1, 2, 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6. The section "Ping An Convertible Promissory Notes" in Item 6 of Schedule 13D is hereby supplemented and updated to read as follows: In 2015, Lufax issued to PAOH convertible promissory notes in an aggregate principal amount of US$1,953.8 million, part of which was subsequently transferred to An Ke (the "Notes"). In 2022, an amendment and supplemental agreement was entered to amend the terms of the Notes, pursuant to which (i) 50% of the outstanding principal amount of the Notes was redeemed, and (ii) for the remaining 50% outstanding Notes, the commencement date of the conversion period was extended to April 30, 2026 (within 60 days hereof) and the maturity date was extended to October 8, 2026. For details on the Notes, see "Item 6E. Share Ownership" in Lufax's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Commission on February 17, 2026.
Item 7.	Material to be Filed as Exhibits.
	EXHIBIT NUMBER DESCRIPTION 99.1(2) Joint Filing Agreement, dated September 4, 2024, among the Reporting Persons 99.2(1) Scrip Dividend Scheme (incorporated by reference to Exhibit 99.1 to the Form 6-K furnished by Lufax Holding Ltd on June 12, 2024) 99.3(1) Amended and Restated Option Agreement, dated November 27, 2015, among Mr. Jingkui Shi, Mr.Xuelian Yang, An Ke Technology Company Limited and Lanbang Investment Company Limited 99.4(1) Option Agreement, dated November 27, 2015, among Lanbang Investment Company Limited, An Ke Technology Company Limited and Tun Kung Company Limited 99.5(1) Option Agreement, dated November 28, 2014, among Mr. Jingkui Shi, Mr. Xuelian Yang, Shenzhen Ping An Financial Technology Consulting Co. Ltd. and Shanghai Lanbang Investment Limited Liability Company 99.6(3) Tri-Parte Agreement, dated December 5, 2024, by and among Lanbang Investment Company Limited, An Ke Technology Company Limited and Tun Kung Company Limited (1) Filed as an exhibit to the Schedule 13D filed on August 13, 2024. (2) Filed as an exhibit to the Amendment No. 1 to Schedule 13D filed on September 4, 2024. (3) Filed as an exhibit to the Amendment No. 2 to Schedule 13D filed on December 9, 2024. Schedules A-1, A-2 and A-3 of the Schedule 13D is hereby amended and restated to read as follows: SCHEDULE A-1 DIRECTORS AND EXECUTIVE OFFICERS OF AN KE TECHNOLOGY COMPANY LIMITED The following sets forth the name and principal occupation of each of the directors and executive officers of An Ke Technology Company Limited. Each of the following persons is a citizen of the People's Republic of China, except that Cheung, Siu Man is a citizen of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). Unless otherwise noted, the business address of each of the following persons is c/o Suite 2353, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. Name Principal Occupation Cheung, Siu Man Director Gao, Song Director SCHEDULE A-2 DIRECTORS AND EXECUTIVE OFFICERS OF CHINA PING AN INSURANCE OVERSEAS (HOLDINGS) LIMITED The following sets forth the name and principal occupation of each of the directors and executive officers of China Ping An Insurance Overseas (Holdings) Limited. Each of the following persons is a citizen of the People's Republic of China, except that Tung, Hoi is a citizen of Hong Kong. Unless otherwise noted, the business address of each of the following persons is c/o Suite 2318, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. Name Principal Occupation Cheng, Jianxin Director Guo, Shibang Director Tung, Hoi Director Jing, Huan Director SCHEDULE A-3 DIRECTORS AND EXECUTIVE OFFICERS OF PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD. The following sets forth the name and principal occupation of each of the directors and executive officers of Ping An Insurance (Group) Company of China, Ltd. Each of the following persons is a citizen of the People's Republic of China, except that (i) Guo, Michael is a citizen of Australia, (ii) Chearavanont, Soopakij is a citizen of Thailand, (iii) Yang, Xiaoping and Chan, Hiu Fung Nicholas are citizens of Hong Kong, (iv) Ng, Kong Ping Albert is a citizen of Hong Kong and Australia. Unless otherwise noted, the business address of each of the following persons is c/o 47th, 48th, 108th, 109th, 110th, 111th and 112th Floors, Ping An Finance Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong Province, China. Name Principal Occupation Ma, Mingzhe Chairman of the Board of Directors Xie, Yonglin Executive Director, President and Co-Chief Executive Officer Guo, Michael Executive Director, Co- Chief Executive Officer and Senior Vice President Fu, Xin Executive Director, Senior Vice President and Chief Financial Officer Cai, Fangfang Executive Director, Senior Vice President Chearavanont, Soopakij Non-executive Director Yang, Xiaoping Non-executive Director He, Jianfeng Non-executive Director Cai, Xun Non-executive Director Ng, Kong Ping Albert Independent Non-executive Director Jin, Li Independent Non-executive Director Wang, Guangqian Independent Non-executive Director Hong, Xiaoyuan Independent Non-executive Director Song, Xianzhong Independent Non-executive Director Chan, Hiu Fung Nicholas Independent Non-executive Director Huang, Baoxin Senior Vice President Sheng, Ruisheng Board Secretary and Company Secretary Guo, Shibang Assistant President and Chief Risk Officer Zhang, Zhichun Assistant President and Person-in-charge of Auditing Xu, Jing Chief Compliance Officer

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

An Ke Technology Company Limited

Signature:	/s/ Gao Song
Name/Title:	Gao Song, Director
Date:	03/20/2026

China Ping An Insurance Overseas (Holdings) Limited

Signature:	/s/ Tung Hoi
Name/Title:	Tung Hoi, Director
Date:	03/20/2026

Ping An Insurance (Group) Company of China, Ltd.

Signature:	/s/ Xie Yonglin
Name/Title:	Xie Yonglin, Executive Director, President and Co-CEO
Date:	03/20/2026

FAQ

What ownership stake does Ping An report in Lufax (LU) in this Schedule 13D/A?

Ping An reports beneficial ownership of 1,579,768,074 Lufax ordinary shares, representing 73.3% of the class. This total includes both currently held shares and stock issuable upon conversion of specific promissory notes within the defined conversion period.

How many Lufax (LU) shares are counted as issuable from Ping An’s convertible notes?

The filing states that 421,077,586 Lufax ordinary shares are issuable upon conversion of the promissory notes held by Ping An affiliates. These shares are included when calculating Ping An’s total beneficial ownership and overall percentage of Lufax’s share capital.

What total share count for Lufax (LU) is used to calculate Ping An’s ownership percentage?

Ping An calculates ownership percentages using 2,154,455,370 Lufax ordinary shares. This figure combines 1,733,377,784 issued and outstanding shares with 421,077,586 shares issuable from convertible notes whose conversion period begins within 60 days.

What are the individual Lufax stakes of An Ke and China Ping An Insurance Overseas?

An Ke Technology Company Limited reports 967,011,824 Lufax ordinary shares, or 44.9% of the class. China Ping An Insurance Overseas (Holdings) Limited reports 612,756,250 shares, or 28.4%, each figure including shares issuable from the convertible notes described.

Have Ping An or its affiliates traded Lufax (LU) shares in the last 60 days?

The filing states that, aside from transactions described in the original and amended disclosures, none of the reporting persons has effected any transactions in Lufax ordinary shares during the past 60 days covered by this amendment.

What changes were made to Ping An’s Lufax convertible notes referenced in this amendment?

According to the disclosure, a 2022 amendment redeemed 50% of the notes’ principal and extended the conversion start date for the remaining notes to April 30, 2026, with a new maturity date of October 8, 2026.