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What changed in Lufax Holding Ltd's 20-F2023 vs 2024

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Paragraph-level year-over-year comparison of Lufax Holding Ltd's 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+999 added926 removedSource: 20-F (2026-02-17) vs 20-F (2024-04-23)

Top changes in Lufax Holding Ltd's 2024 20-F

999 paragraphs added · 926 removed · 681 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

233 edited+90 added86 removed695 unchanged
Biggest changeSelected Condensed Consolidating Statements of Operations Information For the Year Ended December 31, 2023 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) Technology platform-based income 14,712,670 491,117 122,039 15,325,826 Net interest income 12,348,357 12,348,357 Guarantee income 4,392,376 4,392,376 Other income 1,142,033 1,737 1,143,770 Investment income 8,105 1,056,014 36,155 (49,821 ) 1,050,453 Share of net profit/(loss) of investments accounted for using the equity method (5,416 ) (5,416 ) Inter-company revenues from transactions (1)(3) (26,829 ) 2,099,755 90,513 (2,163,439 ) Income/(loss) from subsidiaries and the consolidated affiliated entities (2) 2,042,751 560,773 117,913 (2,721,437 ) Total income 2,050,856 34,185,394 2,739,524 164,468 (4,884,876 ) 34,255,366 Operating expenses (155,610 ) (17,485,891 ) (2,008,507 ) (28,005 ) (19,678,013 ) Credit impairment losses (7 ) (12,758,713 ) 26,351 35,061 (12,697,308 ) Asset impairment losses (31,246 ) (31,246 ) Finance costs (996,833 ) 584,708 (5,558 ) 3,660 (414,023 ) Other gains/(losses) net (5,638 ) 342,380 (129,724 ) 3,318 210,336 Inter-company expenses from transactions (1)(3) (5,903 ) (1,822,148 ) (61,255 ) (311,248 ) 2,200,554 Total expenses (1,163,991 ) (31,139,664 ) (2,209,939 ) (297,214 ) 2,200,554 (32,610,254 ) Profit/(loss) before income tax 886,865 3,045,730 529,585 (132,746 ) (2,684,322 ) 1,645,112 Less: Income tax expenses (649,448 ) 28,981 9,841 (610,626 ) Net profit/(loss) for the year 886,865 2,396,282 558,566 (122,905 ) (2,684,322 ) 1,034,486 Net profit/(loss) attributable to: Owners of Lufax Holding Ltd 886,865 2,042,751 558,566 (122,905 ) (2,478,412 ) 886,865 Non-controlling interests 353,531 (205,910 ) 147,621 886,865 2,396,282 558,566 (122,905 ) (2,684,322 ) 1,034,486 16 Table of Contents For the Year Ended December 31, 2022 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) Technology platform-based income 27,456,609 1,256,039 505,784 29,218,432 Net interest income 18,981,376 18,981,376 Guarantee income 7,372,509 7,372,509 Other income 1,180,841 56,403 760 1,238,004 Investment income 4,667 860,985 136,350 303,623 1,305,625 Share of net profit/(loss) of investments accounted for using the equity method (218 ) (218 ) Inter-company revenues from transactions (1)(3) 34,028 (70,828 ) 2,577,531 156,029 (2,696,760 ) Income/(loss) from subsidiaries and the consolidated affiliated entities (2) 10,683,088 163,230 (272,669 ) (10,573,649 ) Total income 10,721,783 55,944,722 3,753,436 966,196 (13,270,409 ) 58,115,728 Operating expenses (113,983 ) (23,207,619 ) (3,419,557 ) (148,192 ) (26,889,351 ) Credit impairment losses 6,525 (16,183,163 ) (44,963 ) (328,864 ) (16,550,465 ) Asset impairment losses (7,101 ) (420,007 ) (427,108 ) Finance costs (1,753,486 ) 546,691 (73,922 ) 41,725 (1,238,992 ) Other gains/(losses) net (161,917 ) 36,186 (34,050 ) 163,240 3,459 Inter-company expenses from transactions (1)(3) 447 (2,132,463 ) (66,242 ) (540,809 ) 2,739,067 Total expenses (2,022,414 ) (40,947,469 ) (3,638,734 ) (1,232,907 ) 2,739,067 (45,102,457 ) Profit before income tax 8,699,369 14,997,253 114,702 (266,711 ) (10,531,342 ) 13,013,271 Less: Income tax expenses (4,160,102 ) 48,839 (126,969 ) (4,238,232 ) Net profit for the year 8,699,369 10,837,151 163,541 (393,680 ) (10,531,342 ) 8,775,039 Net profit/(loss) attributable to: Owners of Lufax Holding Ltd 8,699,369 10,683,088 163,541 (393,798 ) (10,452,831 ) 8,699,369 Non-controlling interests 154,063 118 (78,511 ) 75,670 8,699,369 10,837,151 163,541 (393,680 ) (10,531,342 ) 8,775,039 17 Table of Contents For the Year Ended December 31, 2021 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) Technology platform-based income 36,018,357 917,668 1,358,292 38,294,317 Net interest income 14,174,231 14,174,231 Guarantee income 4,370,342 4,370,342 Other income 3,860,371 5,925 9,111 3,875,407 Investment income 2,289 712,174 215,380 221,910 1,151,753 Share of net profit of investments accounted for using the equity method (3,428 ) (27,715 ) (31,143 ) Inter-company revenues from transactions (1)(3) 57,717 320,693 2,585,766 5,249 (2,969,425 ) Income/(loss) from subsidiaries and the consolidated affiliated entities (2) 18,035,463 (511,184 ) (747,604 ) (16,776,675 ) Total income 18,095,469 58,944,984 2,973,707 1,566,847 (19,746,100 ) 61,834,907 Operating expenses (113,056 ) (26,446,062 ) (3,303,952 ) (330,914 ) (30,193,984 ) Credit impairment losses 49 (6,315,341 ) (10,901 ) (317,534 ) (6,643,727 ) Asset impairment losses (814,558 ) (283,809 ) (2,515 ) (1,100,882 ) Finance costs (1,380,292 ) 360,141 (90,530 ) 115,166 (995,515 ) Other gains/(losses) net 197,807 267,902 32,137 1,533 499,379 Inter-company expenses from transactions (1)(3) 6,916 (1,703,489 ) 11,700 (1,422,021 ) 3,106,894 Total expenses (1,288,576 ) (34,651,407 ) (3,645,355 ) (1,956,285 ) 3,106,894 (38,434,729 ) Profit before income tax 16,806,893 24,293,577 (671,648 ) (389,438 ) (16,639,206 ) 23,400,178 Less: Income tax expenses (2,513 ) (6,496,596 ) 65,495 (257,504 ) (6,691,118 ) Net profit for the year 16,804,380 17,796,981 (606,153 ) (646,942 ) (16,639,206 ) 16,709,060 Net profit/(loss) attributable to: Owners of Lufax Holding Ltd 16,804,380 18,035,463 (606,153 ) (646,942 ) (16,782,368 ) 16,804,380 Non-controlling interests (238,482 ) 143,162 (95,320 ) 16,804,380 17,796,981 (606,153 ) (646,942 ) (16,639,206 ) 16,709,060 18 Table of Contents Selected Condensed Consolidating Balance Sheets Information As of December 31, 2023 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) ASSETS Cash at bank 68,371 39,191,594 31,121 307,699 39,598,785 Restricted cash 10,605,141 540,697 11,145,838 Financial assets at fair value through profit or loss 26,547,142 500,798 1,844,664 28,892,604 Financial assets at amortized cost 351,655 2,659,915 3,011,570 Accounts and other receivables and contract assets 111,852 6,214,003 365,317 602,499 7,293,671 Loans to customers 129,693,954 129,693,954 Investments accounted for using the equity method 2,609 2,609 Investment in subsidiaries and the consolidated affiliated entities (2)(6) 102,403,569 10,299,452 (842,014 ) (111,861,007 ) Assets arising from intra-group transactions (1) 3,702 70,309 9,200 (83,211 ) Amounts due from consolidated entities (4) 762 701,520 10,542,393 2,313,929 (13,558,604 ) Other assets (5) 16,586,663 428,622 368,693 17,383,978 Total assets 102,584,554 240,194,826 11,099,155 8,647,296 (125,502,822 ) 237,023,009 LIABILITIES Payable to platform investors 121,273 864,488 985,761 Borrowings 4,080,860 34,692,296 50,128 38,823,284 Bond payable Accounts and other payables and contract liabilities 25,228 6,499,377 356,309 96,204 6,977,118 Payable to investors of consolidated structured entities 83,221,428 43,310 83,264,738 Convertible promissory note payable 5,650,268 5,650,268 Optionally convertible promissory notes Amounts due to consolidated entities (4) 639,976 2,381,188 21,534 10,515,906 (13,558,604 ) Other liabilities (5) 45,734 7,184,671 352,779 54,874 7,638,058 Total liabilities 10,442,066 134,100,233 780,750 11,574,782 (13,558,604 ) 143,339,227 EQUITY Total equity attributable to owners of the company (1) 92,142,488 102,403,569 10,318,405 (2,927,486 ) (109,794,488 ) 92,142,488 Non-controlling interests (6) 3,691,024 (2,149,730 ) 1,541,294 Total equity 92,142,488 106,094,593 10,318,405 (2,927,486 ) (111,944,218 ) 93,683,782 Total liabilities and equity 102,584,554 240,194,826 11,099,155 8,647,296 (125,502,822 ) 237,023,009 19 Table of Contents As of December 31, 2022 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) ASSETS Cash at bank 1,644,302 39,262,021 526,040 2,449,764 43,882,127 Restricted cash 25,975,201 533,430 26,508,631 Financial assets at fair value through profit or loss 767,636 23,950,065 39,097 4,332,649 29,089,447 Financial assets at amortized cost 6,814 528,331 1,629,734 2,551,569 4,716,448 Accounts and other receivables and contract assets 925,798 12,246,665 1,013,976 1,571,696 15,758,135 Loans to customers 211,446,645 211,446,645 Investments accounted for using the equity method 39,271 39,271 Investment in subsidiaries and the consolidated affiliated entities (2)(6) 106,288,653 9,754,538 (967,425 ) (115,075,766 ) Assets arising from intra-group transactions (1) 3,702 110,117 10,328 (124,147 ) Amounts due from consolidated entities (4) 850,333 5,141,170 9,866,828 2,412,424 (18,270,755 ) Other assets (5) 17,139,782 397,099 285,222 17,822,103 Total assets 110,483,536 345,448,120 12,654,737 14,147,082 (133,470,668 ) 349,262,807 LIABILITIES Payable to platform investors 185,561 1,383,806 1,569,367 Borrowings 136,014 35,344,846 1,434,653 36,915,513 Bond payable 2,143,348 2,143,348 Accounts and other payables and contract liabilities 3,802,566 7,336,063 352,711 707,314 12,198,654 Payable to investors of consolidated structured entities 177,105,210 42,516 177,147,726 Convertible promissory note payable 5,164,139 5,164,139 Optionally convertible promissory notes 8,142,908 8,142,908 Amounts due to consolidated entities (4) 4,117 3,012,166 629,106 14,625,366 (18,270,755 ) Other liabilities (5) 43,946 10,496,140 462,140 192,251 11,194,477 Total liabilities 17,293,690 235,623,334 2,878,610 16,951,253 (18,270,755 ) 254,476,132 EQUITY Total equity attributable to owners of the company (1) 93,189,846 106,288,653 9,776,127 (2,805,289 ) (113,259,491 ) 93,189,846 Non-controlling interests (6) 3,536,133 1,118 (1,940,422 ) 1,596,829 Total equity 93,189,846 109,824,786 9,776,127 (2,804,171 ) (115,199,913 ) 94,786,675 Total liabilities and equity 110,483,536 345,448,120 12,654,737 14,147,082 (133,470,668 ) 349,262,807 20 Table of Contents Selected Condensed Consolidating Cash Flows Information For the Year Ended December 31, 2023 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) Cash flows from operating activities Inter-company cash flow (3)(7) (2,702,602 ) 1,941,230 592,730 168,642 Reclassification (8) (538,060 ) 538,060 Other operating activities (100,314 ) 15,309,043 (793,439 ) 614,996 15,030,286 Net cash (used in)/generated from operating activities (100,314 ) 12,606,441 1,147,791 669,666 706,702 15,030,286 Cash flows from investing activities Inter-company cash flow (7) (4,600 ) 359,783 (802,767 ) 311,736 135,848 Reclassification (8) 538,060 (538,060 ) Payment for advances to consolidated entities (948,295 ) (5,304,798 ) (700,000 ) 6,953,093 Receipts of repayments of the advances and capital return from consolidated entities 1,669,873 10,008,874 (11,678,747 ) Receipts of dividends from consolidated entities 5,833,440 (5,833,440 ) Proceeds and interest from sale of investment assets 774,498 62,963,558 1,723,709 2,539,903 68,001,668 Payment for acquisition of investment assets (72,564,823 ) (500,000 ) (859,230 ) (73,924,053 ) Other investing activities (16,773 ) 1,907 (181 ) (15,047 ) Net cash generated from/(used in) investing activities 7,324,916 (4,554,179 ) 422,849 1,830,288 (10,961,306 ) (5,937,432 ) Cash flows from financing activities Inter-company cash flow (7) 304,490 (304,490 ) Payment of dividends to consolidated entities (5,833,440 ) 5,833,440 Repayment for advances and capital return to consolidated entities (4,695,913 ) (1,669,873 ) (633,084 ) (4,679,877 ) 11,678,747 Receipts of advances from consolidated entities 5,266,949 1,648,294 37,850 (6,953,093 ) Proceeds from issuance of shares and other equity securities Proceeds from exercise of share-based payment 252 252 Proceeds from borrowings 4,069,584 10,498,705 50,178 14,618,467 Repayment of interest expenses, borrowings, dividends, and principal of convertible promissory notes (14,292,086 ) (19,611,418 ) (1,451,039 ) (35,354,543 ) Payment for repurchase of ordinary shares Other financing activities 854,624 (642,061 ) (31,685 ) 180,878 Net cash (used in)/generated from financing activities (8,796,590 ) (15,305,303 ) (2,065,630 ) (4,642,027 ) 10,254,604 (20,554,946 ) 21 Table of Contents For the Year Ended December 31, 2022 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) Cash flows from operating activities Inter-company cash flow (3)(7) (837,108 ) 55,488 (625,594 ) 1,407,214 Reclassification (8) 1,487,448 (1,487,448 ) Other operating activities 166,134 6,000,987 (795,511 ) (916,309 ) 4,455,301 Net cash (used in)/generated from operating activities 166,134 5,163,879 (740,023 ) (54,455 ) (80,234 ) 4,455,301 Cash flows from investing activities Inter-company cash flow (7) (108,890 ) (45,083 ) 564,266 (410,293 ) Reclassification (8) (1,487,448 ) 1,487,448 Payment for advances to consolidated entities (160,000 ) (4,617,000 ) 4,777,000 Receipts of repayments of the advances and capital return from consolidated entities 12,450,046 10,135,729 3,861,461 158 (26,447,394 ) Proceeds and interest from sale of investment assets 419,538 89,438,697 1,668,394 9,229,963 100,756,592 Payment for acquisition of investment assets (764,885 ) (89,491,629 ) (1,801,200 ) (5,675,189 ) (97,732,903 ) Other investing activities (119,372 ) (583 ) 5,543,944 5,423,989 Net cash generated from/(used in) investing activities 11,944,699 5,237,535 3,682,989 8,175,694 (20,593,239 ) 8,447,678 Cash flows from financing activities Inter-company cash flow (7) 996,921 (996,921 ) Repayment for advances and capital return to consolidated entities (15,084,790 ) (607,021 ) (10,755,583 ) 26,447,394 Receipts of advances from consolidated entities 160,000 4,617,000 (4,777,000 ) Proceeds from issuance of shares and other equity securities 15,938 15,938 Proceeds from exercise of share-based payment 95,911 95,911 Proceeds from borrowings 134,228 8,822,110 90,000 9,046,338 Repayment of interest expenses, borrowings and dividends (12,460,570 ) (3,685,647 ) (1,890,327 ) (436,274 ) (18,472,818 ) Payment for repurchase of ordinary shares Other financing activities (577,973 ) (25,199 ) (1,000 ) (604,172 ) Net cash (used in)/generated from financing activities (12,230,431 ) (9,353,441 ) (2,432,547 ) (6,575,857 ) 20,673,473 (9,918,803 ) 22 Table of Contents For the Year Ended December 31, 2021 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) Cash flows from operating activities Inter-company cash flow (3)(7) 920,254 (314,385 ) 1,369,172 (1,975,041 ) Reclassification (8) 327,497 (327,497 ) Other operating activities (105,253 ) 5,515,423 230,532 (653,230 ) 4,987,472 Net cash (used in)/generated from operating activities (105,253 ) 6,435,677 (83,853 ) 1,043,439 (2,302,538 ) 4,987,472 Cash flows from investing activities Inter-company cash flow (7) (157,536 ) (1,085,232 ) (735,327 ) 1,978,095 Reclassification (8) (327,497 ) 327,497 Capital contribution to consolidated entities (109,635 ) 109,635 Payment for advances to consolidated entities (3,689,678 ) (9,474,627 ) (2,800,000 ) (500,000 ) 16,464,305 Receipts of repayments of the advances from consolidated entities 7,249,502 16,407,898 706,741 1,064,669 (25,428,810 ) Proceeds and interest from sale of investment assets 6,522 111,524,589 1,720,840 20,633,784 133,885,735 Payment for acquisition of investment assets (383,798 ) (116,771,357 ) (1,996,000 ) (9,440,542 ) (128,591,697 ) Other investing activities (130,716 ) (22,656 ) (4,826,844 ) (4,980,216 ) Net cash generated from/(used in) investing activities 3,072,913 1,398,251 (3,476,307 ) 5,868,243 (6,549,278 ) 313,822 Cash flows from financing activities Inter-company cash flow (7) 3,054 (3,054 ) Capital contribution from consolidated entities 109,635 (109,635 ) Repayment for advances to consolidated entities (7,222,326 ) (1,092,472 ) (17,114,012 ) 25,428,810 Receipts of advances from consolidated entities 6,190,304 500,000 9,774,001 (16,464,305 ) Proceeds from issuance of shares and other equity securities 22,333 22,333 Proceeds from exercise of share-based payment 43,456 43,456 Proceeds from borrowings 319,535 3,197,000 3,173,900 572,000 7,262,435 Repayment of interest expenses and borrowings (925,233 ) (635,029 ) (444,760 ) (664,880 ) (2,669,902 ) Payment for repurchase of ordinary shares (6,438,455 ) (6,438,455 ) Other financing activities (1,131 ) (619,797 ) (46,493 ) (474 ) (667,895 ) Net cash (used in)/generated from financing activities (7,001,828 ) 1,042,120 2,093,229 (7,433,365 ) 8,851,816 (2,448,028 ) Notes : (1) This represents the elimination of intercompany transactions among Lufax Holding Ltd, subsidiaries that are not primary beneficiaries of consolidated affiliated entities, the primary beneficiaries of consolidated affiliated entities, and consolidated affiliated entities and consolidated affiliated entities’ subsidiaries, including the elimination of the unrealized profit from inter-company platform services provided and inter-company transfer of assets. 23 Table of Contents (2) This represents the elimination of the investment among Lufax Holding Ltd, subsidiaries that are not the primary beneficiaries of consolidated affiliated entities, the primary beneficiaries of consolidated affiliated entities.
Biggest changeFinancial Information Related to the Consolidated Affiliated Entities The following tables present the condensed consolidating schedule of financial position for the consolidated affiliated entities and other entities as of the dates presented. 15 Table of Contents Selected Condensed Consolidating Statements of Operations Information For the Year Ended December 31, 2024 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) Technology platform-based income 8,048,649 56,278 56,095 8,161,022 Net interest income 12,311,328 12,311,328 Guarantee income 3,579,672 3,579,672 Other income 1,506,267 95 1,535 1,507,897 Investment income/(losses) 2,320 (881,027 ) 14,449 (181,562 ) (1,045,820 ) Share of net profit/(loss) of investments accounted for using the equity method (691 ) (691 ) Inter-company revenues from transactions (1)(3) 3,941 1,482,977 554,293 (2,041,211 ) Income/(loss) from subsidiaries and the consolidated affiliated entities (2) (2,903,090 ) (342,521 ) (46,787 ) 3,292,398 Total income (2,900,770 ) 24,226,309 1,506,321 430,361 1,251,187 24,513,408 Operating expenses (147,294 ) (12,170,974 ) (1,118,372 ) (205,088 ) (13,641,728 ) Credit impairment losses (99 ) (12,442,614 ) (170,194 ) (12,612,907 ) Asset impairment losses Finance costs (644,964 ) 565,732 (2,616 ) (2,971 ) (84,819 ) Other gains/(losses) net (172,472 ) 124,202 (190,825 ) (13,544 ) (252,639 ) Inter-company expenses from transactions (1)(3) (3,558 ) (1,376,868 ) (6,582 ) (140,989 ) 1,527,997 Total expenses (968,387 ) (25,300,522 ) (1,318,395 ) (532,786 ) 1,527,997 (26,592,093 ) Profit/(loss) before income tax (3,869,157 ) (1,074,213 ) 187,926 (102,425 ) 2,779,184 (2,078,685 ) Less: Income tax expenses (1,463 ) (1,002,908 ) (142,337 ) (378,122 ) (1,524,830 ) Less: Deferred tax expenses from inter-company transactions (125,104 ) 125,104 Net profit/(loss) for the year (3,870,620 ) (2,202,225 ) 45,589 (480,547 ) 2,904,288 (3,603,515 ) Net profit/(loss) attributable to: Owners of Lufax Holding Ltd (3,870,620 ) (2,903,090 ) 45,589 (480,547 ) 3,338,048 (3,870,620 ) Non-controlling interests 700,865 (433,760 ) 267,105 (3,870,620 ) (2,202,225 ) 45,589 (480,547 ) 2,904,288 (3,603,515 ) 16 Table of Contents For the Year Ended December 31, 2023 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) (restated) Technology platform-based income 14,705,588 491,117 122,039 15,318,744 Net interest income 13,112,128 13,112,128 Guarantee income 4,392,376 4,392,376 Other income 1,389,165 1,737 1,390,902 Investment income/(losses) 8,105 (37,989 ) 36,155 73,705 79,976 Share of net profit/(loss) of investments accounted for using the equity method (5,416 ) (5,416 ) Inter-company revenues from transactions (1)(3) (26,829 ) 2,099,755 90,513 (2,163,439 ) Income/(loss) from subsidiaries and the consolidated affiliated entities (2) 1,965,510 438,834 (4,026 ) (2,400,318 ) Total income 1,973,615 33,973,273 2,617,585 287,994 (4,563,757 ) 34,288,710 Operating expenses (155,610 ) (17,397,776 ) (2,008,507 ) (275,162 ) (19,837,055 ) Credit impairment losses (7 ) (12,758,759 ) 26,351 36,753 (12,695,662 ) Asset impairment losses (31,246 ) (31,246 ) Finance costs (996,833 ) 649,491 (5,558 ) 3,660 (349,240 ) Other gains/(losses) net (5,638 ) 345,002 (129,724 ) 3,318 212,958 Inter-company expenses from transactions (1)(3) (5,903 ) (1,822,148 ) (61,255 ) (311,248 ) 2,200,554 Total expenses (1,163,991 ) (30,984,190 ) (2,209,939 ) (542,679 ) 2,200,554 (32,700,245 ) Profit/(loss) before income tax 809,624 2,989,083 407,646 (254,685 ) (2,363,203 ) 1,588,465 Less: Income tax expenses (674,189 ) 28,981 9,841 (635,367 ) Net profit/(loss) for the year 809,624 2,314,894 436,627 (244,844 ) (2,363,203 ) 953,098 Net profit/(loss) attributable to: Owners of Lufax Holding Ltd 809 , 624 1,965,510 436,627 (244,844 ) (2,157,293 ) 809,624 Non-controlling interests 349,384 (205,910 ) 143,474 809,624 2,314,894 436,627 (244,844 ) (2,363,203 ) 953,098 17 Table of Contents For the Year Ended December 31, 2022 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) (restated) Technology platform-based income 27,452,790 1,256,039 505,784 29,214,613 Net interest income 18,681,936 18,681,936 Guarantee income 7,372,509 7,372,509 Other income 1,783,071 56,403 760 1,840,234 Investment income/(losses) 4,667 (718,362 ) 136,350 1,090,163 512,818 Share of net profit/(loss) of investments accounted for using the equity method (218 ) (218 ) Inter-company revenues from transactions (1)(3) 34,028 (70,828 ) 2,577,531 156,029 (2,696,760 ) Income/(loss) from subsidiaries and the consolidated affiliated entities (2) 9,761,055 (577,819 ) (1,013,718 ) (8,169,518 ) Total income 9,799,750 53,923,297 3,012,387 1,752,736 (10,866,278 ) 57,621,892 Operating expenses (113,983 ) (22,211,400 ) (3,419,557 ) (1,724,307 ) (27,469,247 ) Credit impairment losses 6,525 (16,193,517 ) (44,963 ) (280,340 ) (16,512,295 ) Asset impairment losses (7,101 ) (420,007 ) (427,108 ) Finance costs (1,753,486 ) 612,899 (73,922 ) 41,727 (1,172,782 ) Other gains/(losses) net (161,917 ) 38,129 (34,050 ) 163,240 5,402 Inter-company expenses from transactions (1)(3) 447 (2,132,463 ) (66,242 ) (540,809 ) 2,739,067 Total expenses (2,022,414 ) (39,893,453 ) (3,638,734 ) (2,760,496 ) 2,739,067 (45,576,030 ) Profit before income tax 7,777,336 14,029,844 (626,347 ) (1,007,760 ) (8,127,211 ) 12,045,862 Less: Income tax expenses (4,109,646 ) 48,839 (126,969 ) (4,187,776 ) Net profit for the year 7,777,336 9,920,198 (577,508 ) (1,134,729 ) (8,127,211 ) 7,858,086 Net profit/(loss) attributable to: Owners of Lufax Holding Ltd 7,777,336 9,761,055 (577,508 ) (1,134,847 ) (8,048,700 ) 7,777,336 Non-controlling interests 159,143 118 (78,511 ) 80,750 7,777,336 9,920,198 (577,508 ) (1,134,729 ) (8,127,211 ) 7,858,086 18 Table of Contents Selected Condensed Consolidating Balance Sheets Information As of December 31, 2024 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) ASSETS Cash at bank 1,475,210 28,282,329 7,553 138,754 29,903,846 Restricted cash 13,404,670 581 726,783 14,132,034 Financial assets at fair value through profit or loss 65,437 18,929,688 517,435 843,254 20,355,814 Financial assets at other comprehensive income 1,156,095 1,156,095 Financial assets at amortized cost 1,499,000 1,499,000 Financial assets held under resale agreements 657,033 657,033 Accounts and other receivables and contract assets 63,202 5,813,138 209,624 130,686 6,216,650 Loans to customers 111,508,669 111,508,669 Investments accounted for using the equity method Investment in subsidiaries and the consolidated affiliated entities (2)(6) 88,408,748 9,540,097 264,433 (98,213,278 ) Assets arising from intra-group transactions (1) 3,702 5,041 8,073 (16,816 ) Amounts due from consolidated entities (4) 1,259,432 369,774 9,077,150 2,473,019 (13,179,375 ) Other assets (5) 17,705,206 283,120 119,176 18,107,502 Total assets 91,272,029 207,370,401 10,364,937 5,938,745 (111,409,469 ) 203,536,643 LIABILITIES Payable to platform investors 38,367 683,191 721,558 Borrowings 3,165,276 47,889,172 60,127 51,114,575 Customer deposits 3,933,750 3,933,750 Bond payable Financial assets sold under repurchase agreements 782,459 782,459 Accounts and other payables and contract liabilities 80,859 6,845,450 432,721 133,520 7,492,550 Payable to investors of consolidated structured entities 42,795,624 42,795,624 Convertible promissory notes payable 6,174,050 6,174,050 Optionally convertible promissory notes Amounts due to consolidated entities (4) 1,077 3,845,534 40,137 9,292,627 (13,179,375 ) Other liabilities (5) 78,065 6,474,918 275,040 96,297 6,924,320 Total liabilities 9,499,327 112,605,274 808,025 10,205,635 (13,179,375 ) 119,938,886 EQUITY Total equity attributable to owners of the company (1) 81,772,702 88,408,748 9,556,912 (4,266,890 ) (93,698,770 ) 81,772,702 Non-controlling interests (6) 6,356,379 (4,531,324 ) 1,825,055 Total equity 81,772,702 94,765,127 9,556,912 (4,266,890 ) (98,230,094 ) 83,597,757 Total liabilities and equity 91,272,029 207,370,401 10,364,937 5,938,745 (111,409,469 ) 203,536,643 19 Table of Contents As of December 31, 2023 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) (restated) ASSETS Cash at bank 68,371 39,288,723 31,121 307,699 39,695,914 Restricted cash 12,875,918 540,697 13,416,615 Financial assets at fair value through profit or loss 22,417,743 500,798 1,844,664 24,763,205 Financial assets at fair value through other comprehensive income Financial assets at amortized cost 92,962 1,665,121 1,758,083 Financial assets held under resale agreements 28,834 28,834 Accounts and other receivables and contract assets 111,852 6,268,019 365,317 602,499 7,347,687 Loans to customers 129,693,954 129,693,954 Investments accounted for using the equity method 2,609 2,609 Investment in subsidiaries and the consolidated affiliated entities (2)(6) 101,196,485 9,438,956 (1,702,510 ) (108,932,931 ) Assets arising from intra-group transactions (1) 3,702 70,309 9,200 (83,211 ) Amounts due from consolidated entities (4) 762 701,520 10,542,393 2,313,929 (13,558,604 ) Other assets (5) 16,743,493 428,622 503,054 17,675,169 Total assets 101,377,470 237,553,824 10,238,659 7,786,863 (122,574,746 ) 234,382,070 LIABILITIES Payable to platform investors 121,273 864,488 985,761 Borrowings 4,080,860 34,692,296 50,128 38,823,284 Customer deposits Bond payable Financial assets sold under repurchase agreements 1,307,395 1,307,395 Accounts and other payables and contract liabilities 25,228 7,973,921 356,309 96,204 8,451,662 Payable to investors of consolidated structured entities 79,414,957 43,310 79,458,267 Convertible promissory notes payable 5,650,268 5,650,268 Optionally convertible promissory notes Amounts due to consolidated entities (4) 639,976 2,381,188 21,534 10,515,906 (13,558,604 ) Other liabilities (5) 45,734 6,758,324 352,779 54,937 7,211,774 Total liabilities 10,442,066 132,649,354 780,750 11,574,845 (13,558,604 ) 141,888,411 EQUITY Total equity attributable to owners of the company (1) 90,935,404 101,196,485 9,457,909 (3,787,982 ) (106,866,412 ) 90,935,404 Non-controlling interests (6) 3,707,985 (2,149,730 ) 1,558,255 Total equity 90,935,404 104,904,470 9,457,909 (3,787,982 ) (109,016,142 ) 92,493,659 Total liabilities and equity 101,377,470 237,553,824 10,238,659 7,786,863 (122,574,746 ) 234,382,070 20 Table of Contents As of December 31, 2022 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) (restated) ASSETS Cash at bank 1,644,302 39,319,164 526,040 2,449,764 43,939,270 Restricted cash 26,553,291 533,430 27,086,721 Financial assets at fair value through profit or loss 767,636 26,774,746 39,097 4,332,649 31,914,128 Financial assets at fair value through other comprehensive income Financial assets at amortized cost 6,814 106,208 1,629,734 1,668,328 3,411,084 Financial assets held under resale agreements 40,023 40,023 Accounts and other receivables and contract assets 925,798 12,310,588 1,013,976 1,571,696 15,822,058 Loans to customers 211,446,645 211,446,645 Investments accounted for using the equity method 39,271 39,271 Investment in subsidiaries and the consolidated affiliated entities (2)(6) 105,158,810 9,015,563 (1,706,400 ) (112,467,973 ) Assets arising from intra-group transactions (1) 3,702 110,117 10,328 (124,147 ) Amounts due from consolidated entities (4) 850,333 5,141,170 9,866,828 2,412,424 (18,270,755 ) Other assets (5) 16,441,086 397,099 429,760 17,267,945 Total assets 109,353,693 347,152,186 11,915,762 13,408,379 (130,862,875 ) 350,967,145 LIABILITIES Payable to platform investors 185,561 1,383,806 1,569,367 Borrowings 136,014 35,344,846 1,434,653 36,915,513 Customer deposits Bond payable 2,143,348 2,143,348 Financial assets sold under repurchase agreements 3,343,950 3,343,950 Accounts and other payables and contract liabilities 3,802,566 7,965,576 352,711 707,314 12,828,167 Payable to investors of consolidated structured entities 176,309,817 42,516 176,352,333 Convertible promissory notes payable 5,164,139 5,164,139 Optionally convertible promissory notes 8,142,908 8,142,908 Amounts due to consolidated entities (4) 4,117 3,012,166 629,106 14,625,366 (18,270,755 ) Other liabilities (5) 43,946 10,130,871 462,140 192,523 10,829,480 Total liabilities 17,293,690 238,436,135 2,878,610 16,951,525 (18,270,755 ) 257,289,205 EQUITY Total equity attributable to owners of the company (1) 92,060,003 105,158,810 9,037,152 (3,544,264 ) (110,651,698 ) 92,060,003 Non-controlling interests (6) 3,557,241 1,118 (1,940,422 ) 1,617,937 Total equity 92,060,003 108,716,051 9,037,152 (3,543,146 ) (112,592,120 ) 93,677,940 Total liabilities and equity 109,353,693 347,152,186 11,915,762 13,408,379 (130,862,875 ) 350,967,145 21 Table of Contents Selected Condensed Consolidating Cash Flows Information For the Year Ended December 31, 2024 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) Cash flows from operating activities Inter-company cash flow (3)(7) (2,624,475 ) 2,396,302 (1,431,064 ) 1,659,237 Reclassification (8) Other operating activities (61,440 ) 3,726,892 (2,161,741 ) 3,400 309,660 1,816,771 Net cash (used in)/generated from operating activities (61,440 ) 1,102,417 234,561 (1,427,664 ) 1,968,897 1,816,771 Cash flows from investing activities Inter-company cash flow (7) (254,701 ) 1,679,191 234,747 (1,659,237 ) Reclassification (8) Payment for advances to consolidated entities (2,732,184 ) (277,437 ) (1,920,000 ) (3,430,000 ) 8,359,621 Receipts of repayments of the advances and capital return from consolidated entities 1,477,282 925,012 3,648,130 (6,050,424 ) Receipts of dividends from consolidated entities 11,450,000 (11,450,000 ) Capital contribution to consolidated entities (781,962 ) 781,962 Proceeds and interest from sale of investment assets 235,135 61,796,807 2,372,250 (309,660 ) 64,094,532 Payment for acquisition of investment assets (972,594 ) (58,035,455 ) (1,656,500 ) (60,664,549 ) Other investing activities (861,013 ) 33,465 (20,187 ) 86,767 (760,968 ) Net cash generated from/(used in) investing activities 7,814,664 4,187,691 (260,996 ) 1,255,394 (10,327,738 ) 2,669,015 Cash flows from financing activities Inter-company cash flow (7) Payment of dividends to consolidated entities (11,450,000 ) 11,450,000 Repayment for advances and capital return to consolidated entities (925,012 ) (5,125,412 ) 6,050,424 Receipts of advances from consolidated entities 277,438 8,082,183 (8,359,621 ) Capital contribution from consolidated entities 781,962 (781,962 ) Proceeds from issuance of shares and other equity securities 2,172 2,172 Proceeds from exercise of share-based payment Proceeds from borrowings 2,238,818 6,743,000 60,000 9,041,818 Repayment of interest expenses, borrowings, dividends, and principal of convertible promissory notes (8,622,032 ) (11,313,216 ) (52,648 ) (48,333 ) (20,036,229 ) Payment for repurchase of ordinary shares Other financing activities (285,130 ) (4,485 ) (289,615 ) Net cash (used in)/generated from financing activities (7,028,616 ) (12,566,613 ) 2,867 (48,333 ) 8,358,841 (11,281,854 ) 22 Table of Contents For the Year Ended December 31, 2023 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) (restated) Cash flows from operating activities Inter-company cash flow (3)(7) (2,702,602 ) 1,941,230 592,730 168,642 Reclassification (8) (538,060 ) 538,060 Other operating activities (44,192 ) 12,942,941 (793,439 ) 615,102 12,720,412 Net cash (used in)/generated from operating activities (44,192 ) 10,240,339 1,147,791 669,772 706,702 12,720,412 Cash flows from investing activities Inter-company cash flow (7) (4,600 ) 359,783 (802,767 ) 311,736 135,848 Reclassification (8) 538,060 (538,060 ) Payment for advances to consolidated entities (948,295 ) (5,304,798 ) (700,000 ) 6,953,093 Receipts of repayments of the advances and capital return from consolidated entities 1,669,873 10,008,874 (11,678,747 ) Receipts of dividends from consolidated entities 5,744,880 (5,744,880 ) Proceeds and interest from sale of investment assets 774,498 63,060,415 1,723,709 2,539,903 68,098,525 Payment for acquisition of investment assets (70,191,085 ) (500,000 ) (859,230 ) (71,550,315 ) Other investing activities (19,466 ) 1,907 (181 ) (17,740 ) Net cash generated from/(used in) investing activities 7,236,356 (2,086,277 ) 422,849 1,830,288 (10,872,746 ) (3,469,530 ) Cash flows from financing activities Inter-company cash flow (7) 304,490 (304,490 ) Payment of dividends to consolidated entities (5,833,440 ) 5,833,440 Repayment for advances and capital return to consolidated entities (4,695,913 ) (1,669,873 ) (633,084 ) (4,679,877 ) 11,678,747 Receipts of advances from consolidated entities 5,266,949 1,648,294 37,850 (6,953,093 ) Proceeds from issuance of shares and other equity securities Proceeds from exercise of share-based payment 252 252 Proceeds from borrowings 4,069,584 10,498,705 50,178 14,618,467 Repayment of interest expenses, borrowings, dividends, and principal of convertible promissory notes (14,297,545 ) (19,286,575 ) (1,451,039 ) (35,035,159 ) Payment for repurchase of ordinary shares Other financing activities 854,624 (654,457 ) (31,685 ) 168,482 Net cash (used in)/generated from financing activities (8,802,049 ) (14,992,856 ) (2,065,630 ) (4,642,027 ) 10,254,604 (20,247,958 ) 23 Table of Contents For the Year Ended December 31, 2022 Lufax Holding Ltd Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries Elimination Consolidated (RMB in thousands) (restated) Cash flows from operating activities Inter-company cash flow (3)(7) (837,108 ) 55,488 (625,594 ) 1,407,214 Reclassification (8) 1,487,448 (1,487,448 ) Other operating activities 166,134 6,497,528 (795,511 ) (913,095 ) 4,955,056 Net cash (used in)/generated from operating activities 166,134 5,660,420 (740,023 ) (51,241 ) (80,234 ) 4,955,056 Cash flows from investing activities Inter-company cash flow (7) (108,890 ) (45,083 ) 564,266 (410,293 ) Reclassification (8) (1,487,448 ) 1,487,448 Payment for advances to consolidated entities (160,000 ) (4,617,000 ) 4,777,000 Receipts of repayments of the advances and capital return from consolidated entities 12,450,046 10,135,729 3,861,461 158 (26,447,394 ) Proceeds and interest from sale of investment assets 419,538 89,288,386 1,668,394 9,263,677 100,639,995 Payment for acquisition of investment assets (764,885 ) (89,786,582 ) (1,801,200 ) (5,712,189 ) (98,064,856 ) Other investing activities (125,606 ) (583 ) 5,543,944 5,417,755 Net cash generated from/(used in) investing activities 11,944,699 4,786,037 3,682,989 8,172,408 (20,593,239 ) 7,992,894 Cash flows from financing activities Inter-company cash flow (7) 996,921 (996,921 ) Repayment for advances and capital return to consolidated entities (15,084,790 ) (607,021 ) (10,755,583 ) 26,447,394 Receipts of advances from consolidated entities 160,000 4,617,000 (4,777,000 ) Proceeds from issuance of shares and other equity securities 15,938 15,938 Proceeds from exercise of share-based payment 95,911 95,911 Proceeds from borrowings 134,228 8,822,110 90,000 9,046,338 Repayment of interest expenses, borrowings and dividends (12,460,570 ) (3,685,647 ) (1,890,327 ) (436,274 ) (18,472,818 ) Payment for repurchase of ordinary shares Other financing activities (591,601 ) (25,199 ) (1,000 ) (617,800 ) Net cash (used in)/generated from financing activities (12,230,431 ) (9,367,069 ) (2,432,547 ) (6,575,857 ) 20,673,473 (9,932,431 ) Notes : (1) This represents the elimination of intercompany transactions among Lufax Holding Ltd, subsidiaries that are not primary beneficiaries of consolidated affiliated entities, the primary beneficiaries of consolidated affiliated entities, and consolidated affiliated entities and consolidated affiliated entities’ subsidiaries, including the elimination of the unrealized profit from inter-company platform services provided and inter-company transfer of assets. 24 Table of Contents (2) This represents the elimination of the investment among Lufax Holding Ltd, subsidiaries that are not the primary beneficiaries of consolidated affiliated entities, the primary beneficiaries of consolidated affiliated entities.
If the PRC government deems that our contractual arrangements with the consolidated affiliated entities do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
If the PRC government deems that our contractual arrangements with the consolidated affiliated entities do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
As a result, although other means are available for us to obtain financing at the holding company level, Lufax Holding Ltd’s ability to continue paying dividends to its shareholders and investors of the ADSs in the future, as well as its ability to service any debt it has incurred or may incur, may depend upon dividends paid by our PRC subsidiaries and, indirectly, on technical and consulting service fees paid by the consolidated affiliated entities in China.
As a result, although other means are available for us to obtain financing at the holding company level, Lufax Holding Ltd’s ability to continue paying dividends to its shareholders and investors of the ADSs in the future, as well as its ability to service any debt it has incurred or may incur, may depend upon dividends paid by our PRC subsidiaries and, indirectly, on technical and consulting service fees paid by the consolidated affiliated entities in China.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
There remain uncertainties in the interpretation of PRC laws in different jurisdictions, and an adverse outcome of a single claim against us in one jurisdiction regarding our business practices may result in significant negative publicity and heightened scrutiny by regulators and courts of our business and operations across the country, or potential penalties or other regulatory actions against us.
There remain uncertainties in the interpretation of PRC laws in different jurisdictions, and an adverse outcome of a single claim against us in one jurisdiction regarding our business practices may result in significant negative publicity and heightened scrutiny by regulators and courts of our business and operations across the PRC, or potential penalties or other regulatory actions against us.
Risk Factors—Risks Relating to Doing Business in China—The approval of and filings with the CSRC or other PRC governmental authorities may be required in connection with our offshore listings under PRC law, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings or how long they might take.” 11 Table of Contents Enforceability of Civil Liabilities We are incorporated under the laws of the Cayman Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services.
Risk Factors—Risks Relating to Doing Business in China—The approval of and filings with the CSRC or other PRC governmental authorities may be required in connection with our offshore listings under PRC law, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings or how long they might take.” 10 Table of Contents Enforceability of Civil Liabilities We are incorporated under the laws of the Cayman Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services.
According to the Circular of the State Administration of Foreign Exchange on Issuing the Regulations on Foreign Exchange Administration of the Overseas Direct Investment of Domestic Institutions, which was promulgated by SAFE, on July 13, 2009 and took effect on August 1, 2009, PRC enterprises must register for overseas direct investment with a local SAFE branch. 66 Table of Contents We may not be fully informed of the identities of all our shareholders or beneficial owners who are PRC entities, and we cannot provide any assurance that all of our shareholders and beneficial owners who are PRC entities will comply with our request to complete the overseas direct investment procedures under the aforementioned regulations or other related rules in a timely manner, or at all.
According to the Circular of the State Administration of Foreign Exchange on Issuing the Regulations on Foreign Exchange Administration of the Overseas Direct Investment of Domestic Institutions, which was promulgated by SAFE, on July 13, 2009 and took effect on August 1, 2009, PRC enterprises must register for overseas direct investment with a local SAFE branch. 68 Table of Contents We may not be fully informed of the identities of all our shareholders or beneficial owners who are PRC entities, and we cannot provide any assurance that all of our shareholders and beneficial owners who are PRC entities will comply with our request to complete the overseas direct investment procedures under the aforementioned regulations or other related rules in a timely manner, or at all.
We operate in China’s SBO financial services industry, which is rapidly changing and may not develop as we anticipate. The regulatory framework governing the SBO financial services industry continues to develop rapidly and may remain uncertain for the foreseeable future. In addition, our business and business model have evolved significantly in recent years.
We operate in China’s financial services industry, which is rapidly changing and may not develop as we anticipate. The regulatory framework governing the financial services industry continues to develop rapidly and may remain uncertain for the foreseeable future. In addition, our business and business model have evolved significantly in recent years.
Any similar scrutiny of us, regardless of its lack of merit, could cause the market price of our ordinary shares or ADSs to fall, divert management resources and energy, cause us to incur expenses in defending ourselves against rumors, and increase the premiums we pay for director and officer insurance. 70 Table of Contents The approval of and filings with the CSRC or other PRC governmental authorities may be required in connection with our offshore listings under PRC law, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings or how long they might take.
Any similar scrutiny of us, regardless of its lack of merit, could cause the market price of our ordinary shares or ADSs to fall, divert management resources and energy, cause us to incur expenses in defending ourselves against rumors, and increase the premiums we pay for director and officer insurance. 72 Table of Contents The approval of and filings with the CSRC or other PRC governmental authorities may be required in connection with our offshore listings under PRC law, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings or how long they might take.
Our holding company in the Cayman Islands, the consolidated affiliated entities, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the consolidated affiliated entities and, consequently, significantly affect the financial performance of the consolidated affiliated entities and our company as a group. 53 Table of Contents We have been further advised by our PRC counsel, Haiwen & Partners, that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules.
Our holding company in the Cayman Islands, the consolidated affiliated entities, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the consolidated affiliated entities and, consequently, significantly affect the financial performance of the consolidated affiliated entities and our company as a group. 55 Table of Contents We have been further advised by our PRC counsel, Haiwen & Partners, that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules.
In the case any of them is breached or becomes unenforceable and leads to legal proceedings, it could disrupt our business, distract our management’s attention and subject us to uncertainties as to the outcome of any such legal proceedings. 56 Table of Contents We conduct a part of our business operations in the PRC through the consolidated affiliated entities and their subsidiaries by way of our contractual arrangements, but certain of the terms of our contractual arrangements may not be enforceable under PRC laws.
In the case any of them is breached or becomes unenforceable and leads to legal proceedings, it could disrupt our business, distract our management’s attention and subject us to uncertainties as to the outcome of any such legal proceedings. 58 Table of Contents We conduct a part of our business operations in the PRC through the consolidated affiliated entities and their subsidiaries by way of our contractual arrangements, but certain of the terms of our contractual arrangements may not be enforceable under PRC laws.
Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” 9 Table of Contents Our corporate structure is subject to risks associated with our contractual arrangements with the consolidated affiliated entities.
Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” 8 Table of Contents Our corporate structure is subject to risks associated with our contractual arrangements with the consolidated affiliated entities.
If we, our subsidiaries, the consolidated affiliated entities or their subsidiaries do not receive or maintain any necessary permissions or approvals from PRC authorities to operate business or offer securities, or inadvertently conclude that such permissions or approvals are not required, or if applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we cannot assure you that we will be able to obtain the necessary permissions or approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained.
If we, our subsidiaries, the consolidated affiliated entities or their subsidiaries do not receive or maintain any necessary permissions or approvals from PRC or Hong Kong authorities to operate business or offer securities, or inadvertently conclude that such permissions or approvals are not required, or if applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we cannot assure you that we will be able to obtain the necessary permissions or approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained.
In addition, if the consolidated affiliated entities or their subsidiaries undergo involuntary liquidation proceedings, third-party creditors may claim rights to some or all of their assets, thereby hindering our ability to operate part of our business, which could adversely affect our business, financial condition and results of operations. 58 Table of Contents If we exercise the option to acquire equity interest of the consolidated affiliated entities, the equity interest transfer may subject us to certain limitations and substantial costs.
In addition, if the consolidated affiliated entities or their subsidiaries undergo involuntary liquidation proceedings, third-party creditors may claim rights to some or all of their assets, thereby hindering our ability to operate part of our business, which could adversely affect our business, financial condition and results of operations. 60 Table of Contents If we exercise the option to acquire equity interest of the consolidated affiliated entities, the equity interest transfer may subject us to certain limitations and substantial costs.
The provisions aim to develop a gatekeeping mechanism in provision of information by domestic enterprises to securities companies, securities service institutions, overseas regulatory authorities or other entities or individuals, so as to prevent sensitive information from leakage and prescribe protective protocols for any residual sensitive information that still has to be provided. 61 Table of Contents It may be difficult for overseas regulators to conduct investigations or collect evidence within China.
The provisions aim to develop a gatekeeping mechanism in provision of information by domestic enterprises to securities companies, securities service institutions, overseas regulatory authorities or other entities or individuals, so as to prevent sensitive information from leakage and prescribe protective protocols for any residual sensitive information that still has to be provided. 63 Table of Contents It may be difficult for overseas regulators to conduct investigations or collect evidence within China.
New business operations, products and services also require significant expense and resources to attract and acquire customers, and they may fail to gain market acceptance for a variety of reasons: our estimate of market demand may not be accurate so that we may not be able to launch products and services that align with and meet specific market demand, or there may not be sufficient market demand for our new business operations; 40 Table of Contents changes on our mobile apps, including the introduction of new services and mobile app functions, may not be favorably accepted by existing users; we may fail to properly assess creditworthiness of new borrowers, or accurately price new loan products; negative publicity or news about our existing products and services may dissuade customers from trying new products and services; we may experience delays in launching the new business operations or loan and investment products or services; and our competitors may offer products and services that are more attractive.
New business operations, products and services also require significant expense and resources to attract and acquire customers, and they may fail to gain market acceptance for a variety of reasons: our estimate of market demand may not be accurate so that we may not be able to launch products and services that align with and meet specific market demand, or there may not be sufficient market demand for our new business operations; changes on our mobile apps, including the introduction of new services and mobile app functions, may not be favorably accepted by existing users; we may fail to properly assess creditworthiness of new borrowers, or accurately price new loan products; negative publicity or news about our existing products and services may dissuade customers from trying new products and services; we may experience delays in launching the new business operations or loan and investment products or services; and our competitors may offer products and services that are more attractive.
In the event of the introduction of any new laws and regulations or changes in the interpretation of any existing laws and regulations that increase compliance costs for us, or prohibit or make it more expensive for us to continue with the operation of any part of our business, our business, financial condition and results of operations may be materially and adversely affected. 29 Table of Contents Moreover, the PRC government has adopted a series of regulations governing credit investigation businesses.
In the event of the introduction of any new laws and regulations or changes in the interpretation of any existing laws and regulations that increase compliance costs for us, or prohibit or make it more expensive for us to continue with the operation of any part of our business, our business, financial condition and results of operations may be materially and adversely affected. 30 Table of Contents Moreover, the PRC government has adopted a series of regulations governing credit investigation businesses.
Under the circumstances that we decide to make an amendment to the deposit agreement that is disadvantageous to ADS holders or terminate the deposit agreement, the ADS holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying ordinary shares, but will have no right to any compensation whatsoever. 77 Table of Contents Your rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement.
Under the circumstances that we decide to make an amendment to the deposit agreement that is disadvantageous to ADS holders or terminate the deposit agreement, the ADS holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying ordinary shares, but will have no right to any compensation whatsoever. 79 Table of Contents Your rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement.
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities. 71 Table of Contents The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities. 73 Table of Contents The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and 76 Table of Contents the selective disclosure rules by issuers of material nonpublic information under Regulation FD under the Exchange Act.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the selective disclosure rules by issuers of material nonpublic information under Regulation FD under the Exchange Act.
If the operation of our businesses conducted through the consolidated affiliated entities is subject to any restrictions pursuant to the Special Administrative Measures for Foreign Investment Access (Negative List 2021) jointly promulgated by the Ministry of Commerce and the National Development and Reform Commission, or any successor regulations, and the contractual arrangements are not treated as domestic investment, the contractual arrangements may be regarded as invalid and illegal.
If the operation of our businesses conducted through the consolidated affiliated entities is subject to any restrictions pursuant to the Special Administrative Measures for Foreign Investment Access (Negative List 2024) jointly promulgated by the Ministry of Commerce and the National Development and Reform Commission, or any successor regulations, and the contractual arrangements are not treated as domestic investment, the contractual arrangements may be regarded as invalid and illegal.
Nevertheless, products and services we offer may fail to attain sufficient market acceptance for many reasons, including: users may not find the terms of retail credit products we offer competitive or appealing; we may fail to predict market demand accurately and provide products and services that meet this demand in a timely fashion; borrowers and funding partners using our mobile apps may not like, find useful or agree with the changes we adopt from time to time; 39 Table of Contents there may be defects, errors or failures on our mobile apps; there may be negative publicity, including baseless or ill-intentioned negative publicity, about the products or services available on our mobile apps, or the performance or effectiveness of our mobile apps; and regulations or rules applicable to us may constrain our operations and growth.
Nevertheless, products and services we offer may fail to attain sufficient market acceptance for many reasons, including: users may not find the terms of retail credit products we offer competitive or appealing; we may fail to predict market demand accurately and provide products and services that meet this demand in a timely fashion; borrowers and funding partners using our mobile apps may not like, find useful or agree with the changes we adopt from time to time; there may be defects, errors or failures on our mobile apps; there may be negative publicity, including baseless or ill-intentioned negative publicity, about the products or services available on our mobile apps, or the performance or effectiveness of our mobile apps; and regulations or rules applicable to us may constrain our operations and growth.
For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F. 10 Table of Contents Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F. 9 Table of Contents Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects. 72 Table of Contents Risks Relating to Our Shares and ADSs Our ADSs may be delisted if the trading price of our ADSs fails to comply with the minimum price requirement of the NYSE.
Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects. 74 Table of Contents Risks Relating to Our Shares and ADSs Our ADSs may be delisted if the trading price of our ADSs fails to comply with the minimum price requirement of the NYSE.
For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid in China and Hong Kong, assuming that we have taxable earnings in the consolidated affiliated entities and we pay a dividend to shareholders of Lufax Holding Ltd: Taxation Scenario Statutory Tax and Standard Hypothetical pre-tax earnings in the consolidated affiliated entities (1) 100.00 % Tax on earnings at statutory rate of 25% at the level of the wholly foreign-owned enterprise (2) (25.00 )% Net earnings available for distribution 75.00 % Withholding tax at standard rate of 10% (3) (7.50 )% Net distributions to Lufax Holding Ltd/Shareholders 67.50 % 15 Table of Contents Notes: (1) For purposes of this example, the tax calculation has been simplified.
For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid in China and Hong Kong, assuming that we have taxable earnings in the consolidated affiliated entities and we pay a dividend to shareholders of Lufax Holding Ltd: Taxation Scenario Statutory Tax and Standard Hypothetical pre-tax earnings in the consolidated affiliated entities (1) 100.00 % Tax on earnings at statutory rate of 25% at the level of the wholly foreign-owned enterprise (2) (25.00 )% Net earnings available for distribution 75.00 % Withholding tax at standard rate of 10% (3) (7.50 )% Net distributions to Lufax Holding Ltd/Shareholders 67.50 % Notes: (1) For purposes of this example, the tax calculation has been simplified.
Due to frequent and short-term capital transactions, presenting them on a net basis is more practical. For the years ended December 31, 2021, 2022 and 2023, except as disclosed above, no transfers of other assets, dividends or distributions were made between the holding company, our subsidiaries, and the consolidated affiliated entities.
Due to frequent and short-term capital transactions, presenting them on a net basis is more practical. For the years ended December 31, 2022, 2023 and 2024, except as disclosed above, no transfers of other assets, dividends or distributions were made between the holding company, our subsidiaries, and the consolidated affiliated entities.
Risk Factors—Risks Relating to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “—Governmental control of currency conversion may limit our ability to utilize our income effectively and affect the value of your investment.” For the years ended December 31, 2021 and 2022, no dividends or distributions were made to Lufax Holding Ltd, the parent company, by our subsidiaries.
Risk Factors—Risks Relating to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “—Governmental control of currency conversion may limit our ability to utilize our income effectively and affect the value of your investment.” For the year ended December 31, 2022, no dividends or distributions were made to Lufax Holding Ltd, the parent company, by our subsidiaries.
The success of our SBO financial services business largely depends on our ability to provide a high-quality customer experience, which in turn depends on factors such as our ability to provide a reliable and easy-to-use customer interface for our users, our ability to further improve and streamline our service process and our ability to continue to make available products and services at competitively low costs or high returns for our borrowers.
The success of our business largely depends on our ability to provide a high-quality customer experience, which in turn depends on factors such as our ability to provide a reliable and easy-to-use customer interface for our users, our ability to further improve and streamline our service process and our ability to continue to make available products and services at competitively low costs or high returns for our borrowers.
SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. 65 Table of Contents Under these foreign exchange regulations, PRC residents who make, or have previously made, prior to the implementation of these foreign exchange regulations, direct or indirect investments in offshore companies are required to register those investments.
SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. 67 Table of Contents Under these foreign exchange regulations, PRC residents who make, or have previously made, prior to the implementation of these foreign exchange regulations, direct or indirect investments in offshore companies are required to register those investments.
Under the deposit agreement for the ADSs, if ADS holders do not timely provide voting instructions to the depositary, the depositary will give us a discretionary proxy to vote the underlying ordinary shares represented by the ADSs at shareholders’ meetings unless: we have failed to timely provide the depositary with notice of the meeting and related voting materials; we have instructed the depositary that we do not wish a discretionary proxy to be given; we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; we have informed the depositary that a matter to be voted on at the meeting may have an adverse impact on shareholders; or the voting at the meeting is to be made on a show of hands.
Under the deposit agreement for the ADSs, if ADS holders do not timely provide voting instructions to the depositary, the depositary will give us a discretionary proxy to vote the underlying ordinary shares represented by the ADSs at shareholders’ meetings unless: we have failed to timely provide the depositary with notice of the meeting and related voting materials; we have instructed the depositary that we do not wish a discretionary proxy to be given; we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; 80 Table of Contents we have informed the depositary that a matter to be voted on at the meeting may have an adverse impact on shareholders; or the voting at the meeting is to be made on a show of hands.
After the investment, our company as a whole was able to control Ping An Consumer Finance. The shareholding ratio between the subsidiary included in the “subsidiaries that are not primary beneficiaries of consolidated affiliated entities” column and the other two subsidiaries included as “primary beneficiaries of consolidated affiliated entities” was 28%, 27% and 15% as of December 31, 2023.
After the investment, our company as a whole was able to control Ping An Consumer Finance. The shareholding ratio between the subsidiary included in the “subsidiaries that are not primary beneficiaries of consolidated affiliated entities” column and the other two subsidiaries included as “primary beneficiaries of consolidated affiliated entities” was 28%, 27% and 15% as of December 31, 2024.
As a result, many of these companies may conduct internal and external investigations into the allegations and, in the interim, be subject to shareholder lawsuits and/or SEC enforcement actions. 74 Table of Contents It is not clear what effect such negative publicity could have on us.
As a result, many of these companies may conduct internal and external investigations into the allegations and, in the interim, be subject to shareholder lawsuits and/or SEC enforcement actions. 76 Table of Contents It is not clear what effect such negative publicity could have on us.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar or the Hong Kong dollar in the future. 69 Table of Contents Substantially all of our income and expenses are denominated in Renminbi and our reporting currency is the Renminbi.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar or the Hong Kong dollar in the future. 71 Table of Contents Substantially all of our income and expenses are denominated in Renminbi and our reporting currency is the Renminbi.
See “—Failure to comply with existing or future laws and regulations related to data protection, data security, cybersecurity or personal information protection could lead to liabilities, administrative penalties or other regulatory actions, which could negatively affect our operating results and business.” Our business, financial condition, results of operations and prospects may be adversely affected as a result of any failure to protect or promote our brand and reputation, or negative media coverage of our industry or our principal shareholders.
See “—Failure to comply with existing or future laws and regulations related to data protection, data security, cybersecurity or personal information protection could lead to liabilities, administrative penalties or other regulatory actions, which could negatively affect our operating results and business.” 42 Table of Contents Our business, financial condition, results of operations and prospects may be adversely affected as a result of any failure to protect or promote our brand and reputation, or negative media coverage of our industry or our principal shareholders.
Reasons for the Offer and Use of Proceeds Not applicable. 24 Table of Contents D. Risk Factors Risks Relating to Our Business and Industry Our industry is rapidly changing, and our business has evolved significantly in recent years, which makes it difficult to evaluate our future prospects.
Reasons for the Offer and Use of Proceeds Not applicable. 25 Table of Contents D. Risk Factors Risks Relating to Our Business and Industry Our industry is rapidly changing, and our business has evolved significantly in recent years, which makes it difficult to evaluate our future prospects.
However, we downscaled the operations of Lujintong in 2023 and plan to cease its operation by the end of April 2024. In addition, we launched a small business owner value-added services platform in November 2022 to foster the growth of an SBO ecosystem, but we ceased the operation of this SBO ecosystem in 2023.
However, we downscaled the operations of Lujintong in 2023 and ceased its operation by the end of April 2024. In addition, we launched a small business owner value-added services platform in November 2022 to foster the growth of an SBO ecosystem, but we ceased the operation of this SBO ecosystem in 2023.
On April 29, 2021, the People’s Bank of China, together with the China Banking and Insurance Regulatory Commission, the CSRC and other regulatory authorities, jointly conducted a regulatory interview with 13 companies, including us, as part of special work on self-investigation and rectification of online financial platforms.
For example, on April 29, 2021, the People’s Bank of China, together with the China Banking and Insurance Regulatory Commission, the CSRC and other regulatory authorities, jointly conducted a regulatory interview with 13 companies, including us, as part of special work on self-investigation and rectification of online financial platforms.
Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China are still owned or controlled by the government.
Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned or controlled by the government.
Any such tax may reduce the returns on your investment in our ordinary shares or ADSs. 62 Table of Contents We face uncertainties with respect to indirect transfer of equity interests in PRC resident enterprises by their non-PRC holding companies.
Any such tax may reduce the returns on your investment in our ordinary shares or ADSs. 64 Table of Contents We face uncertainties with respect to indirect transfer of equity interests in PRC resident enterprises by their non-PRC holding companies.
We believe we were a passive foreign investment company for U.S. federal income tax purposes for our taxable year ended December 31, 2023, which could subject U.S. Holders of our ADSs or ordinary shares to significant adverse U.S. federal income tax consequences.
We believe we were a passive foreign investment company for U.S. federal income tax purposes for our taxable year ended December 31, 2024, which could subject U.S. Holders of our ADSs or ordinary shares to significant adverse U.S. federal income tax consequences.
These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business and results of operations. Furthermore, the PRC legal system is based, in part, on government policies and internal rules, some of which are not published in a timely manner, or at all, but which may have retroactive effect.
These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business and results of operations. 61 Table of Contents Furthermore, the PRC legal system is based, in part, on government policies and internal rules, some of which are not published in a timely manner, or at all, but which may have retroactive effect.
In June 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of this annual report on Form 20-F for the fiscal year ended December 31, 2021.
In June 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
The aforementioned one-year Loan Prime Rate refers to the one-year loan market quoted interest rate issued by the National Bank Interbank Funding Center. As of the date of this annual report, the most recent one-year loan market quoted interest rate issued by the National Bank Interbank Funding Center was 3.45%.
The aforementioned one-year Loan Prime Rate refers to the one-year loan market quoted interest rate issued by the National Bank Interbank Funding Center. As of the date of this annual report, the most recent one-year loan market quoted interest rate issued by the National Bank Interbank Funding Center was 3.0%.
Any increase in the enterprise income tax rate applicable to our PRC subsidiary in China, or any discontinuation, retroactive or future reduction or refund of any of the preferential tax treatments and local government subsidies currently enjoyed by our PRC subsidiary in China, could adversely affect our business, financial condition and results of operations. 63 Table of Contents Further, in the ordinary course of our business, we are subject to complex income tax and other tax regulations, and significant judgment is required in the determination of a provision for income taxes.
Any increase in the enterprise income tax rate applicable to our PRC subsidiary in China, or any discontinuation, retroactive or future reduction or refund of any of the preferential tax treatments and local government subsidies currently enjoyed by or potentially available to our PRC subsidiary in China, could adversely affect our business, financial condition and results of operations. 65 Table of Contents Further, in the ordinary course of our business, we are subject to complex income tax and other tax regulations, and significant judgment is required in the determination of a provision for income taxes.
On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines, or, collectively, the Filing Measures, effective March 31, 2023.
On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines, or, collectively, the Filing Measures, which became effective on March 31, 2023.
If we incur such liabilities, our results of operations and financial condition could be materially and adversely affected. 31 Table of Contents The completeness and reliability of consumer credit history information may be relatively limited. The information and data we obtain ourselves or from external parties for credit assessment and risk management purposes may be inaccurate or incomplete.
If we incur such liabilities, our results of operations and financial condition could be materially and adversely affected. The completeness and reliability of consumer credit history information may be relatively limited. The information and data we obtain ourselves or from external parties for credit assessment and risk management purposes may be inaccurate or incomplete.
If we were challenged by competent authorities or third parties on these types of issues, we may have to vacate the relevant properties. 51 Table of Contents Additionally, certain of our leased properties’ current usages are not in conformity with the permitted usages prescribed in the relevant title certificates.
If we were challenged by competent authorities or third parties on these types of issues, we may have to vacate the relevant properties. Additionally, certain of our leased properties’ current usages are not in conformity with the permitted usages prescribed in the relevant title certificates.
Risk Factors—Risks Relating to Our Corporate Structure.” We face various legal and operational risks and uncertainties related to doing business in China. Our business operations are primarily conducted through the consolidated affiliated entities and their subsidiaries in China, and we are subject to complex and evolving PRC laws and regulations.
Risk Factors—Risks Relating to Our Corporate Structure.” We face various legal and operational risks and uncertainties related to doing business in China. Certain of our business operations are conducted through the consolidated affiliated entities and their subsidiaries in China, and we are subject to complex and evolving PRC laws and regulations.
Business Overview—Regulation.” 60 Table of Contents The PRC government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ordinary shares or ADSs. We conduct our business primarily through our subsidiaries and the consolidated affiliated entities and their subsidiaries in China.
Business Overview—Regulation.” The PRC government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ordinary shares or ADSs. We conduct our business primarily through our subsidiaries and the consolidated affiliated entities and their subsidiaries in China.
These factors could damage our brand and reputation, divert our employees’ attention and subject us to liability, any of which could adversely affect our business, financial condition and results of operations. 46 Table of Contents Our operations depend on the performance of the internet infrastructure and telecommunications networks in China.
These factors could damage our brand and reputation, divert our employees’ attention and subject us to liability, any of which could adversely affect our business, financial condition and results of operations. Our operations depend on the performance of the internet infrastructure and telecommunications networks in China.
If we fail to effectively manage credit risk of our loans and our overdue loans increase, our business, financial condition and results of operations may be materially adversely affected. 28 Table of Contents Our access to sufficient and sustainable funding at commercially attractive costs cannot be assured.
If we fail to effectively manage credit risk of our loans and our overdue loans increase, our business, financial condition and results of operations may be materially adversely affected. Our access to sufficient and sustainable funding at commercially attractive costs cannot be assured.
In the opinion of our PRC counsel, Haiwen & Partners, (i) the structures of the consolidated affiliated entities and our WFOEs currently do not result in violation of PRC laws and regulations currently in effect; and (ii) except for certain clauses regarding the remedies or reliefs that may be awarded by an arbitration tribunal and the power of courts to grant interim remedies in support of the arbitration and winding-up and liquidation arrangements, and the share pledge arrangement under the Share Pledge Agreement in respect of Chongqing Exchange, the agreements under the contractual arrangements between our WFOEs, the consolidated affiliated entities and their shareholders governed by PRC law are valid, binding and enforceable against each party thereto in accordance with their terms and applicable PRC laws and regulations currently in effect, and do not result in violation of PRC laws or regulations currently in effect.
In the opinion of our PRC counsel, Haiwen & Partners, (i) the structures of the consolidated affiliated entities and our WFOEs currently do not result in violation of PRC laws and regulations currently in effect; and (ii) except for certain clauses regarding the remedies or reliefs that may be awarded by an arbitration tribunal and the power of courts to grant interim remedies in support of the arbitration and winding-up and liquidation arrangements, the agreements under the contractual arrangements between our WFOEs, the consolidated affiliated entities and their shareholders governed by PRC law are valid, binding and enforceable against each party thereto in accordance with their terms and applicable PRC laws and regulations currently in effect, and do not result in violation of PRC laws or regulations currently in effect.
The announcement said that loan products offered to small and micro business owners by a certain bank and enabled by Puhui, as a cooperative institution, had been compulsorily bundled with insurance products and a high rate of service fees had been charged, resulting in increasing comprehensive financing costs to the borrowers.
The announcement said that loan products offered to small and micro business owners by a certain bank and enabled by Ping An Rongyi, as a cooperative institution, had been compulsorily bundled with insurance products and a high rate of service fees had been charged, resulting in increasing comprehensive financing costs to the borrowers.
Risk Factors—Risks Relating to Our Business—Any failure to obtain, renew or retain the requisite approvals, licenses or permits applicable to our retail credit and enablement business may have a material adverse effect on our business, financial condition and results of operations.” Furthermore, as advised by Haiwen & Partners, our PRC counsel, for historical issuances of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we (i) are not required to obtain permissions from the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, and (iii) have neither received nor were denied such requisite permissions by any PRC authority.
Risk Factors—Risks Relating to Our Business—Any failure to obtain, renew or retain the requisite approvals, licenses or permits applicable to our retail credit and enablement business may have a material adverse effect on our business, financial condition and results of operations.” Furthermore, as advised by Haiwen & Partners, our PRC counsel, for historical issuances of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we (i) are not required to obtain permissions from the CSRC, and (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China.
Even if we do consummate such transactions, they may not be successful. They may not benefit our business strategy or generate sufficient income to offset the associated acquisition costs. In addition, strategic investments and acquisitions will involve risks commonly encountered in business relationships.
Even if we do consummate such transactions, they may not be successful. They may not benefit our business strategy or generate sufficient income to offset the associated acquisition costs. 48 Table of Contents In addition, strategic investments and acquisitions will involve risks commonly encountered in business relationships.
We face competition in the SBO financial services industry. The SBO financial services industry in China is becoming increasingly competitive. We compete primarily with non-traditional financial service providers such as MYbank, WeBank, Du Xiaoman Financial and JD Technology and with traditional financial institutions, such as traditional banks, which are focused on retail and SMB lending.
The SBO financial services industry and the consumer finance industry in China is becoming increasingly competitive. We compete primarily with non-traditional financial service providers such as MYbank, WeBank, Du Xiaoman Financial and JD Technology and with traditional financial institutions, such as traditional banks, which are focused on retail and SMB lending.
In addition to market and industry factors, the price and trading volume for our ordinary shares or ADSs may be highly volatile for factors specific to our own operations, including the following: variations in our income, earnings and cash flow; announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; 73 Table of Contents announcements of new services and expansions by us or our competitors; changes in financial estimates by securities analysts; detrimental adverse publicity about us, our services or our industry; additions or departures of key personnel; expiration or release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; trends in the global economy in general and China’s economy in particular; rising international geopolitical tensions; and potential litigation or regulatory investigations.
In addition to market and industry factors, the price and trading volume for our ordinary shares or ADSs may be highly volatile for factors specific to our own operations, including the following: variations in our income, earnings and cash flow; announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; announcements of new services and expansions by us or our competitors; changes in financial estimates by securities analysts; 75 Table of Contents detrimental adverse publicity about us, including our accounting practices, our services or our industry; additions or departures of key personnel; expiration or release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; trends in the global economy in general and China’s economy in particular; rising international geopolitical tensions; any suspension in the trading of our securities on the Hong Kong Stock Exchange; and potential litigation or regulatory investigations.
As of the date of this annual report, our PRC subsidiaries and the consolidated affiliated entities and their subsidiaries have obtained the requisite licenses and permits from the PRC governmental authorities that are material for the business operations of our holding company and the consolidated affiliated entities in China, including, among others, the financing guarantee business operation license and the financial business permit.
As of the date of this annual report, our PRC subsidiaries and the consolidated affiliated entities and their subsidiaries have obtained the requisite licenses and permits from the PRC governmental authorities that are material for the business operations of our holding company and the consolidated affiliated entities in China, including, among others, the financing guarantee business operation license, the internet micro-loan license, the consumer finance license and the financial business permit.
It may also be difficult for you to effect service of process upon us or our management named in the annual report inside mainland China.
As a result, it may be difficult for you to effect service of process upon us or our management named in the annual report inside mainland China. It may also be difficult for you to effect service of process upon us or our management named in the annual report inside mainland China.
If we are unable to effectively maintain a reasonably low default rate for loans we enable, our financial condition, results of operations and business prospects may be materially and adversely affected. A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition.
If we are unable to effectively maintain a reasonably low default rate for loans we enable, our financial condition, results of operations and business prospects may be materially and adversely affected. A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition. The global macroeconomic environment faces numerous challenges.
Xuelian Yang owns 60% and Mr. Jingkui Shi owns 40% of Linzhi Jinsheng Investment Management Limited Partnership’s interests. (2) Shanghai Xiongguo and Shanghai Huikang Information Technology Co., Ltd. hold 99.995% and 0.005%, respectively, of the equity interests in Shanghai Lufax.
Jingkui Shi owns 40% of Linzhi Jinsheng Investment Management Limited Partnership’s interests. (2) Shanghai Xiongguo and Shanghai Huikang Information Technology Co., Ltd. hold 99.995% and 0.005%, respectively, of the equity interests in Shanghai Lufax.
For the years ended December 31, 2021, 2022 and 2023, cash paid by consolidated affiliated entities and consolidated affiliated entities’ subsidiaries to the primary beneficiaries of consolidated affiliated entities for technical and consulting service fees was RMB433.6 million, RMB101.3 million and nil, respectively.
For the years ended December 31, 2022, 2023 and 2024, cash paid by consolidated affiliated entities and consolidated affiliated entities’ subsidiaries to the primary beneficiaries of consolidated affiliated entities for technical and consulting service fees was RMB101.3 million, nil and nil, respectively.
If a credit crisis or prolonged downturn were to occur, particularly in China’s credit markets, our business, financial performance and prospects may be materially and adversely affected. 32 Table of Contents Furthermore, a credit crisis may lead to fluctuations in interest rates.
If a credit crisis or prolonged downturn were to occur, particularly in China’s credit markets, our business, financial performance and prospects may be materially and adversely affected. Furthermore, a credit crisis may lead to fluctuations in interest rates.
However, given that the Filing Measures were recently promulgated and there is no further explanation on such compliance requirements, there remain substantial uncertainties as to their interpretation, application, and enforcement and how they will affect our operations and our future financing and there can be no assurance that we will be able to satisfy the compliance requirements.
However, given that there is no further explanation on such compliance requirements, there remain substantial uncertainties as to their interpretation, application, and enforcement and how they will affect our operations and our future financing and there can be no assurance that we will be able to satisfy the compliance requirements.
Under the revised dividend policy, starting from 2023, we will declare and distribute a recurring cash dividend semi-annually in which the aggregate amount of the semi-annual dividend distributions for each year is equivalent to approximately 20% to 40% of our net profit in such fiscal year, or as otherwise authorized by the board of directors.
The policy stated that, starting from 2023, we would declare and distribute a recurring cash dividend semi-annually in which the aggregate amount of the semi-annual dividend distributions for each year is equivalent to approximately 20% to 40% of our net profit in such fiscal year, or as otherwise authorized by the board of directors.
The performance of these trust plans, asset management plans and debt investments, with an aggregate net balance of RMB1.3 billion as of December 31, 2023, may continue to have an adverse impact on our financial condition. We are currently pursuing claims against the debtors related to some of our historical B2C products.
The performance of these trust plans, asset management plans and debt investments, with an aggregate net balance of RMB0.8 billion as of December 31, 2024, may continue to have an adverse impact on our financial condition. We are currently pursuing claims against the debtors related to some of our historical B2C products.
We have implemented payment and collection policies and practices work, we retain both an internal collection team and outsource part of collection work to third parties. We cannot assure you that we will be able to collect payments on the transactions we enable as expected.
We have implemented payment and collection policies and practices work, we retain both an internal collection team, utilize a collection business entity that we control, and outsource part of collection work to third parties. We cannot assure you that we will be able to collect payments on the transactions we enable as expected.
We may be subject to further regulatory warnings, correction orders, condemnation and fines regarding our historical microloan business and may be required to further modify our business if our microloan company is deemed to have violated national, provincial or local laws and regulations or regulatory orders and guidance in the future.
Despite these measures, we may be subject to further regulatory warnings, correction orders, condemnation and fines regarding our historical microloan business and may be required to further modify our business if it is deemed to have violated national, provincial or local laws and regulations or regulatory orders and guidance in the future.
If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud. We are subject to reporting obligations under the U.S. securities laws.
If we fail to remediate our material weakness and establish and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud. We are subject to reporting obligations under the U.S. securities laws.
See “—We and our directors, management and employees have been and may continue to be subject to complaints, claims, controversies, regulatory actions, arbitration and legal proceedings, which could have a material adverse effect on our results of operations, financial condition, liquidity, cash flows and reputation” and “—Our business, financial condition, results of operations and prospects may be adversely affected as a result of any failure to protect or promote our brand and reputation, or negative media coverage of our industry or our principal shareholders.” In such events, our competitive position, results of operations and financial condition could be materially and adversely affected.
See “—We and our directors, management and employees have been and may continue to be subject to complaints, claims, controversies, regulatory actions, arbitration and legal proceedings, which could have a material adverse effect on our results of operations, financial condition, liquidity, cash flows and reputation” and “—Our business, financial condition, results of operations and prospects may be adversely affected as a result of any failure to protect or promote our brand and reputation, or negative media coverage of our industry or our principal shareholders.” In such events, our competitive position, results of operations and financial condition could be materially and adversely affected. 40 Table of Contents We face competition in the SBO financial services industry and the consumer finance industry.
This structure provides investors with exposure to foreign investment in China-based companies where PRC laws and regulations prohibit or restrict direct foreign investment in operating companies in certain sectors. Revenues contributed by the consolidated affiliated entities and their subsidiaries accounted for 2.5%, 1.7% and 0.5% of our total revenues for 2021, 2022 and 2023, respectively.
This structure provides investors with exposure to foreign investment in China-based companies where PRC laws and regulations prohibit or restrict direct foreign investment in operating companies in certain sectors. Revenues contributed by the consolidated affiliated entities and their subsidiaries accounted for 3.0%, 0.8% and 1.8% of our total revenues for 2022, 2023 and 2024, respectively.
For the years ended December 31, 2021, 2022 and 2023, Lufax Holding Ltd provided capital contributions of RMB0.1 billion, nil and nil, respectively, to its subsidiaries and received capital return of nil, RMB17.4 million and nil, respectively, from its subsidiaries.
For the years ended December 31, 2022, 2023 and 2024, Lufax Holding Ltd provided capital contributions of nil, nil and RMB0.8 billion (US$0.1 billion), respectively, to its subsidiaries and received capital return of RMB17.4 million, nil and nil, respectively, from its subsidiaries.
Any such historical or future misconduct by our collection team or the third-party service providers we work with, or the perception that our collection practices are aggressive or not compliant with the relevant laws and regulations, may result in harm to our reputation and business, which could further reduce our ability to collect payments from borrowers, lead to decrease in the willingness of prospective borrowers to apply for loans, as well as orders of suspension or rectification, cancelation of qualifications or fines and penalties imposed by the regulatory authorities, any of which may have a material adverse effect on our results of operations.
Any such historical or future misconduct by our collection team or the third-party service providers we work with, or the perception that our collection practices are aggressive or not compliant with the relevant laws and regulations, may result in harm to our reputation and business, which could further reduce our ability to collect payments from borrowers, lead to decrease in the willingness of prospective borrowers to apply for loans, as well as orders of suspension or rectification, cancellation of qualifications or fines and penalties imposed by the regulatory authorities, any of which may have a material adverse effect on our results of operations. 35 Table of Contents Our cooperation with various third parties is integral to the smooth operation of our business.
Shanghai Xiongguo holds 100% of the equity interests in Shanghai Huikang Information Technology Co., Ltd., which in turn beneficially owns 100% of the equity interests in Shanghai Lufax. (3) Ping An Puhui Enterprises Management Co., Ltd. holds the remaining 9.375% of the equity interests in Chongqing Jin’an Microloan Co., Ltd.
Shanghai Xiongguo holds 100% of the equity interests in Shanghai Huikang Information Technology Co., Ltd., which in turn beneficially owns 100% of the equity interests in Shanghai Lufax. (3) Ping An Puhui Enterprises Management Co., Ltd. holds the remaining 9.375% of the equity interests in Chongqing Yuheao Commercial Information Consulting Co., Ltd.
As a result, the percentage of outstanding loans with credit risk exposure for our company has increased from 16.6% as of December 31, 2021, to 23.5% as of December 31, 2022, and further to 39.8% as of December 31, 2023.
As a result, the percentage of outstanding loans with credit risk exposure for our company has increased from 23.5% as of December 31, 2022, to 39.8% as of December 31, 2023, and further to 74.5% as of December 31, 2024.
Haiwen & Partners, our counsel as to PRC law, has advised us that (i) it would be highly uncertain that the courts of the PRC would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, and (ii) there is uncertainty as to whether the courts of the PRC would entertain original actions brought in the PRC against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.
Haiwen & Partners, our counsel as to PRC law, has advised us that (i) it would be highly uncertain that the courts of the PRC would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, and (ii) there is uncertainty as to whether the courts of the PRC would entertain original actions brought in the PRC against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States. 11 Table of Contents Haiwen & Partners has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law.
See “—Fraudulent activities on our mobile apps could negatively impact our operating results, brand and reputation and cause the use of our retail credit and enablement products and services to decrease.” In addition, if any third-party business partners or service providers become unable to continue to provide services to us or cooperate with us as a result of regulatory actions, our business, results of operations and financial condition may also be materially and adversely affected.
See “—Fraudulent activities on our mobile apps could negatively impact our operating results, brand and reputation and cause the use of our retail credit and enablement products and services to decrease.” In addition, if any third-party business partners or service providers become unable to continue to provide services to us or cooperate with us as a result of regulatory actions, our business, results of operations and financial condition may also be materially and adversely affected. 39 Table of Contents We may be subject to claims under consumer protection laws and regulations.
Primary beneficiaries of consolidated affiliated entities provide technical and consulting service and provide advances to consolidated affiliated entities to operate their business, the primary beneficiaries of consolidated affiliated entities charged service in the amounts of RMB979.5 million, RMB351.6 million and RMB165.1 million, and charged finance cost in the amounts of RMB390.6 million, RMB124.8 million and RMB133.0 million, from consolidated affiliated entities and consolidated affiliated entities’ subsidiaries for the years ended December 31, 2021, 2022 and 2023, respectively.
Primary beneficiaries of consolidated affiliated entities provide technical and consulting service and provide advances to consolidated affiliated entities to operate their business, the primary beneficiaries of consolidated affiliated entities charged service in the amounts of RMB351.6 million, RMB165.1 million and nil, and charged finance cost in the amounts of RMB124.8 million, RMB133.0 million and RMB141.4 million, from consolidated affiliated entities and consolidated affiliated entities’ subsidiaries for the years ended December 31, 2022, 2023 and 2024, respectively.
Our reputation may also be harmed. 27 Table of Contents On December 31, 2021, the People’s Bank of China, the Ministry of Industry and Information Technology, the China Banking and Insurance Regulatory Commission, the CSRC, the Cybersecurity Administration of China, SAFE and the State Intellectual Property Office issued the Measures for Administration of Internet Marketing of Financial Products (Draft for Comments), which regulates financial institutions and internet platform operators entrusted by such financial institutions with carrying out internet marketing activities of financial products.
On December 31, 2021, the People’s Bank of China, the Ministry of Industry and Information Technology, the China Banking and Insurance Regulatory Commission, the CSRC, the Cybersecurity Administration of China, SAFE and the State Intellectual Property Office issued the Measures for Administration of Internet Marketing of Financial Products (Draft for Comments), which regulates financial institutions and internet platform operators entrusted by such financial institutions with carrying out internet marketing activities of financial products.
Investments in Ping An Consumer Finance included in “primary beneficiaries of consolidated affiliated entities” was RMB1,861 million, RMB1,940 million and RMB2,150 million as of December 31, 2021, 2022 and 2023.
Investments in Ping An Consumer Finance included in “primary beneficiaries of consolidated affiliated entities” was RMB1,940 million, RMB2,150 million and RMB4,531 million as of December 31, 2022, 2023 and 2024.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeAccording to the Trial Measures, an overseas offering and listing is prohibited under any of the following circumstances: (i) if the intended securities offering and listing is specifically prohibited by national laws and regulations and provisions; (ii) if the intended securities offering and listing constitutes endangers to national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) if, in the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy; (iv) if the domestic enterprise is under investigation according to law for suspected crimes or major violations of laws and regulations, but no clear conclusions have been reached; or (v) if there are material ownership disputes over the equity held by the controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller. 129 Table of Contents The Filing Measures require the issuer or its main operational entity in the PRC to: (i) file with the CSRC for its initial public offering or listing within three working days after the submission of listing application documents outside mainland China; (ii) file with the CSRC for its follow-on securities offerings in the same offshore market within three working days after the completion of such offerings; (iii) file with the CSRC for its offerings or listing in offshore stock market other than the stock market of its initial public offering or listing within three working days after the submission of offering application outside mainland China; (iv) report material events to the CSRC within three working days after the occurrence and announcement of such events, including, among other things, the change of control, investigation or penalties imposed by the authorities, the conversion of listing status or the transfer of listing board.
Biggest changeThe determination of an indirect offering and listing will be conducted on a “substance over form” basis. 137 Table of Contents According to the Trial Measures, an overseas offering and listing is prohibited under any of the following circumstances: (i) if the intended securities offering and listing is specifically prohibited by national laws and regulations and provisions; (ii) if the intended securities offering and listing constitutes endangers to national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) if, in the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy; (iv) if the domestic enterprise is under investigation according to law for suspected crimes or major violations of laws and regulations, but no clear conclusions have been reached; or (v) if there are material ownership disputes over the equity held by the controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller.
These measures stipulate a financial institution shall establish a self-assessment system for risks of money laundering and financing of terrorism at the headquarters level, and assess risks of money laundering and financing of terrorism on a regular and irregular basis, and submit the self-assessment situation to the People’s Bank of China or the branch office of the People’s Bank of China at the place where it is located within 10 working days from the date of review by the board of directors or senior executives.
These measures stipulate that a financial institution shall establish a self-assessment system for risks of money laundering and financing of terrorism at the headquarters level, and assess risks of money laundering and financing of terrorism on a regular and irregular basis, and submit the self-assessment situation to the People’s Bank of China or the branch office of the People’s Bank of China at the place where it is located within 10 working days from the date of review by the board of directors or senior executives.
If they fail to complete the filings or registrations required by overseas direct investment regulations, the authorities may order them to suspend or cease the implementation of such investment and make corrections within a specified time. 128 Table of Contents Regulations Relating to M&A Rules and Overseas Listing On August 8, 2006, six PRC regulatory agencies, including Ministry of Commerce, the State-owned Assets Supervision and Administration Commission of the State Council, the State Administration of Taxation, the State Administration for Market Regulation, the CSRC and SAFE, issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which was amended on June 22, 2009.
If they fail to complete the filings or registrations required by overseas direct investment regulations, the authorities may order them to suspend or cease the implementation of such investment and make corrections within a specified time. 136 Table of Contents Regulations Relating to M&A Rules and Overseas Listing On August 8, 2006, six PRC regulatory agencies, including Ministry of Commerce, the State-owned Assets Supervision and Administration Commission of the State Council, the State Administration of Taxation, the State Administration for Market Regulation, the CSRC and SAFE, issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which was amended on June 22, 2009.
Where an overseas organization or individual engages in personal information processing activities infringing upon the personal information rights and interests of PRC citizens or endangering the national security and public interests of the PRC, the Cyberspace Administration of China may include such organization or individual in the list of subjects to whom provision of personal information is restricted or prohibited, announce the same, and take measures such as restricting or prohibiting provision of personal information to such organization or individual. 120 Table of Contents Regulations Relating to Taxation Regulations on Enterprise Income Tax The PRC Enterprise Income Tax Law was issued by the Standing Committee of the National People’s Congress in 2007 and most recently amended on December 29, 2018.
Where an overseas organization or individual engages in personal information processing activities infringing upon the personal information rights and interests of PRC citizens or endangering the national security and public interests of the PRC, the Cyberspace Administration of China may include such organization or individual in the list of subjects to whom provision of personal information is restricted or prohibited, announce the same, and take measures such as restricting or prohibiting provision of personal information to such organization or individual. 128 Table of Contents Regulations Relating to Taxation Regulations on Enterprise Income Tax The PRC Enterprise Income Tax Law was issued by the Standing Committee of the National People’s Congress in 2007 and most recently amended on December 29, 2018.
While a significant portion of our loan products carry credit guarantee insurance provided by third parties, the insurance premiums are paid by the borrower as part of the cost of the loan, and we are not obligated to pay any of the premiums.
While a portion of our loan products carry credit guarantee insurance provided by third parties, the insurance premiums are paid by the borrower as part of the cost of the loan, and we are not obligated to pay any of the premiums.
Further, on March 29, 2022, the State Council issued the Decision of the State Council to Amend and Repeal Certain Administrative Regulations, effective May 1, 2022, which amended the Administrative Rules on Foreign-invested Telecommunications Enterprises issued in 2001.
On March 29, 2022, the State Council issued the Decision of the State Council to Amend and Repeal Certain Administrative Regulations, effective May 1, 2022, which amended the Administrative Rules on Foreign-invested Telecommunications Enterprises issued in 2001.
Risk Factors—Risks Relating to Our Business and Industry—We may be subject to domestic and overseas anti-money laundering and anti-terrorist financing laws and regulations and any failure by us, funding partners or payment agents to comply with such laws and regulations could damage our reputation, expose us to significant penalties and decrease our income and profitability.” Regulations on Anti-Monopoly Matters Related to Internet Platform Companies The PRC Anti-Monopoly Law, which took effect on August 1, 2008, prohibits monopolistic conduct such as entering into monopoly agreements, abusing market dominance and concentration of undertakings that has or may have the effect of eliminating or restricting competition.
Risk Factors—Risks Relating to Our Business and Industry—We may be subject to domestic and overseas anti-money laundering and anti-terrorist financing laws and regulations and any failure by us, funding partners or payment agents to comply with such laws and regulations could damage our reputation, expose us to significant penalties and decrease our income and profitability.” 123 Table of Contents Regulations on Anti-Monopoly Matters Related to Internet Platform Companies The PRC Anti-Monopoly Law, which took effect on August 1, 2008, prohibits monopolistic conduct such as entering into monopoly agreements, abusing market dominance and concentration of undertakings that has or may have the effect of eliminating or restricting competition.
Each of Shenzhen Lufax Internet Information Service Co., Ltd and Chongqing Financial Assets Exchange Limited, a subsidiary of the consolidated affiliated entities, currently holds a ICP license.
Each of Shenzhen Lufax Internet Information Service Co., Ltd and Chongqing Financial Assets Exchange Limited, a subsidiary of the consolidated affiliated entities, currently holds an ICP license.
Together they covered approximately 300 cities across China. Our direct sales force proactively seeks out potential borrowers using their own knowledge and contacts with the help of a specialized mobile app designed to optimize their time and efforts. This system tracks and shows location and travel data for all of our sales employees in real time.
Together they covered approximately 146 cities across China. Our direct sales force proactively seeks out potential borrowers using their own knowledge and contacts with the help of a specialized mobile app designed to optimize their time and efforts. This system tracks and shows location and travel data for all of our sales employees in real time.
Securities companies and securities service providers shall also fulfill the applicable legal procedures according to these provisions when providing overseas regulatory institutions and other institutions and individuals with documents or materials containing any state secrets or government authorities work secrets or other documents or materials that, if divulged, will jeopardize national security or public interest. 130 Table of Contents C.
Securities companies and securities service providers shall also fulfill the applicable legal procedures according to these provisions when providing overseas regulatory institutions and other institutions and individuals with documents or materials containing any state secrets or government authorities work secrets or other documents or materials that, if divulged, will jeopardize national security or public interest. 138 Table of Contents C.
The real estate collateral is well diversified across China, with a large proportion located in more developed cities. As we continue to focus on serving more SBOs and higher quality borrowers, there has been an increase in the average ticket size for our secured loans in 2021, 2022 and 2023.
The real estate collateral is well diversified across China, with a large proportion located in more developed cities. As we continue to focus on serving more SBOs and higher quality borrowers, there has been an increase in the average ticket size for our secured loans in 2022, 2023 and 2024.
Our Guarantees We work closely with funding partners through our financing guarantee subsidiary and its network of licensed branches in 30 provinces. For loans funded by third parties where the lender requires credit enhancement, we used to guarantee a portion of the risk on each new loan transaction along with our credit enhancement providers.
Our Guarantees We work closely with funding partners through our financing guarantee subsidiary and its network of licensed branches in 29 provinces. For loans funded by third parties where the lender requires credit enhancement, we used to guarantee a portion of the risk on each new loan transaction along with our credit enhancement providers.
Risk rating is a dynamic process which reflects our risk appetite and acceptance from time to time, and we have been focusing our efforts on serving high quality customers. The following table shows the DPD 30+ delinquency rates for general unsecured loans and secured loans as of December 31, 2021, 2022 and 2023.
Risk rating is a dynamic process which reflects our risk appetite and acceptance from time to time, and we have been focusing our efforts on serving high quality customers. The following table shows the DPD 30+ delinquency rates for general unsecured loans and secured loans as of December 31, 2022, 2023 and 2024.
Our credit enhancement providers include credit insurance companies and guarantee companies. We worked with seven credit insurance companies in 2023. We enabled them to extend credit enhancement for loans whose borrowers met their desired risk profile. Credit enhancement providers benefit from the same customer referral, risk analytics and loan servicing and collection services as our funding partners.
Our credit enhancement providers include credit insurance companies and guarantee companies. We worked with seven credit insurance companies in 2024. We enabled them to extend credit enhancement for loans whose borrowers met their desired risk profile. Credit enhancement providers benefit from the same customer referral, risk analytics and loan servicing and collection services as our funding partners.
We have accumulated over 18 years of through-cycle credit data, supplemented by Ping An ecosystem analytics and insights and access to enterprise data through external data providers, and our data-mining capabilities enable us to convert the originally unstructured data into structured data using deep learning and artificial intelligence techniques.
We have accumulated over 19 years of through-cycle credit data, supplemented by Ping An ecosystem analytics and insights and access to enterprise data through external data providers, and our data-mining capabilities enable us to convert the originally unstructured data into structured data using deep learning and artificial intelligence techniques.
Intellectual Property We strongly emphasize the establishment, application, administration and protection of intellectual property rights. Through research, development and application in our ordinary course of business, we have obtained various intellectual property rights, including for our Ping An Puhui mobile app and for our Lu.com domain name, which offer enormous value to our businesses.
Intellectual Property We strongly emphasize the establishment, application, administration and protection of intellectual property rights. Through research, development and application in our ordinary course of business, we have obtained various intellectual property rights, including for our Ping An Rongyi mobile app and for our Lu.com domain name, which offer enormous value to our businesses.
Normally this payment occurs without our participation and the timing of it does not affect our cash flow or cash position. 96 Table of Contents The table below shows the amount of claims submitted to credit enhancement providers for the loans consolidated on our balance sheet and the amount of claims reimbursed during each period.
Normally this payment occurs without our participation and the timing of it does not affect our cash flow or cash position. The table below shows the amount of claims submitted to credit enhancement providers for the loans consolidated on our balance sheet and the amount of claims reimbursed during each period.
The following table presents the DPD 90+ delinquency rates for general unsecured loans and secured loans as of December 31, 2021, 2022 and 2023. We define the DPD 90+ delinquency rate as the outstanding balance of loans for which any payment is 90 to 179 calendar days past due, divided by the outstanding balance of loans.
The following table presents the DPD 90+ delinquency rates for general unsecured loans and secured loans as of December 31, 2022, 2023 and 2024. We define the DPD 90+ delinquency rate as the outstanding balance of loans for which any payment is 90 to 179 calendar days past due, divided by the outstanding balance of loans.
Online and telemarketing As of December 31, 2023, we employed over 1,500 employees to engage in targeted online and telemarketing campaigns to reach customers based on their potential need for loans, which we have identified from online behavioral data and other big data techniques.
Online and telemarketing As of December 31, 2024, we employed over 1,500 employees to engage in targeted online and telemarketing campaigns to reach customers based on their potential need for loans, which we have identified from online behavioral data and other big data techniques.
Under the Foreign Investment Law, foreign investment is accorded pre-admission national treatment, which means that treatment given to foreign investors and their investments shall not be less favorable than those given to domestic investors and their investments, except where a foreign investment falls under the 2021 Negative List.
Under the Foreign Investment Law, foreign investment is accorded pre-admission national treatment, which means that treatment given to foreign investors and their investments shall not be less favorable than those given to domestic investors and their investments, except where a foreign investment falls under the 2024 Negative List.
The spouses of the four individual shareholders of the direct shareholders of Shenzhen Lufax Enterprise Management each signed a spousal consent letter.
Spousal Consent Letters. The spouses of the four individual shareholders of the direct shareholders of Shenzhen Lufax Enterprise Management each signed a spousal consent letter.
We conduct our retail credit and enablement business primarily through Ping An Puhui Enterprises Management Co., Ltd. and its subsidiaries, as well as Ping An Puhui Financing Guarantee Co., Ltd. These entities are collectively known as Puhui. Ping An Puhui Financing Guarantee Co., Ltd. holds licenses for providing financing guarantee services.
We conduct our retail credit and enablement business primarily through Ping An Puhui Enterprises Management Co., Ltd. and its subsidiaries, as well as Ping An Rongyi (Jiangsu) Financing Guarantee Co., Ltd. These entities are collectively known as Ping An Rongyi. Ping An Rongyi (Jiangsu) Financing Guarantee Co., Ltd. holds licenses for providing financing guarantee services.
This advanced architecture gives us increased flexibility in adding or removing modules, and it speeds up the deployment of new capabilities, features and functionalities. 98 Table of Contents Our technology has built-in software and hardware redundancy. We make use of distributed computing architecture so that a single point of failure does not cause the entire system to fail.
This advanced architecture gives us increased flexibility in adding or removing modules, and it speeds up the deployment of new capabilities, features and functionalities. Our technology has built-in software and hardware redundancy. We make use of distributed computing architecture so that a single point of failure does not cause the entire system to fail.
Investments in the PRC by foreign investors and foreign-invested enterprises are regulated by the Catalog of Industries in which Foreign Investment is Encouraged (2022 edition) and the Special Administrative Measures for Foreign Investment Access (Negative List 2021), which we refer to as the 2021 Negative List.
Investments in the PRC by foreign investors and foreign-invested enterprises are regulated by the Catalog of Industries in which Foreign Investment is Encouraged (2022 edition) and the Special Administrative Measures for Foreign Investment Access (Negative List 2024), which we refer to as the 2024 Negative List.
The table below sets forth the estimated effective tenor of loans that we do not consolidate on our balance sheet, after considering assumptions of early repayment, as of December 31, 2021, 2022 and 2023.
The table below sets forth the estimated effective tenor of loans that we do not consolidate on our balance sheet, after considering assumptions of early repayment, as of December 31, 2022, 2023 and 2024.
Under the 2021 Negative List, foreign equity in companies providing value-added telecommunications services, excluding e-commerce, domestic multi-party communications, data collection and transmission services, and call centers, should not exceed 50%.
Under the 2024 Negative List, foreign equity in companies providing value-added telecommunications services, excluding e-commerce, domestic multi-party communications, data collection and transmission services, and call centers, should not exceed 50%.
Each signing spouse further confirmed that such equity interest may be disposed of pursuant to the contractual arrangements, and committed that he or she will take all necessary measures for the performance of those arrangements. Agreements That Provide Us With Option to Purchase the Equity Interests and Assets in Shenzhen Lufax Enterprise Management Exclusive Option Agreements.
Each signing spouse further confirmed that such equity interest may be disposed of pursuant to the contractual arrangements, and committed that he or she will take all necessary measures for the performance of those arrangements. 143 Table of Contents Agreements That Provide Us With Option to Purchase the Equity Interests and Assets in Shenzhen Lufax Enterprise Management Exclusive Option Agreements.
Risk Factors—Risks Relating to Our Business and Industry—We have limited insurance coverage, which could expose us to significant costs and business disruption.” Regulation We operate in an increasingly complex legal and regulatory environment. We are subject to a variety of PRC and foreign laws, rules and regulations across numerous aspects of our business.
Risk Factors—Risks Relating to Our Business and Industry—We have limited insurance coverage, which could expose us to significant costs and business disruption.” 107 Table of Contents Regulation We operate in an increasingly complex legal and regulatory environment. We are subject to a variety of PRC and foreign laws, rules and regulations across numerous aspects of our business.
In addition, the draft provides the statutory qualified requirements for an online microloan company, covering such things as registered capital, controlling shareholders, and use of the internet platform to engage in an online microloan business. We used to have three microloan subsidiaries to provide loans in a small number of cases from our own funds.
In addition, the draft provides the statutory qualified requirements for an online microloan company, covering such things as registered capital, controlling shareholders, and use of the internet platform to engage in an online microloan business. We used to have three microloan subsidiaries in Shenzhen, Hunan and Chongqing to provide loans in a small number of cases from our own funds.
We use two wholly foreign-owned entities in China, namely Weikun (Shanghai) Technology Service Co., Ltd, or Weikun (Shanghai) Technology, and Lufax Holding (Shenzhen) Technology Service Co., Ltd., or Lufax (Shenzhen) Technology, to direct the activities of the consolidated affiliated entities and their subsidiaries.
We used two wholly foreign-owned entities in China, namely Weikun (Shanghai) Technology Service Co., Ltd, or Weikun (Shanghai) Technology, and Lufax Holding (Shenzhen) Technology Service Co., Ltd., or Lufax (Shenzhen) Technology, to direct the activities of the consolidated affiliated entities and their subsidiaries.
The establishment of wholly foreign-owned enterprises is generally allowed in industries not included in the 2021 Negative List. Industries not listed in the 2021 Negative List are generally open to foreign investments unless specifically restricted by other applicable Chinese regulations.
The establishment of wholly foreign-owned enterprises is generally allowed in industries not included in the 2024 Negative List. Industries not listed in the 2024 Negative List are generally open to foreign investments unless specifically restricted by other applicable Chinese regulations.
Pursuant to that, if a domestic company engaging in the prohibited business stipulated in the 2021 Negative List seeks an overseas offering and listing, it shall obtain the approval from the competent governmental authorities.
Pursuant to that, if a domestic company engaging in the prohibited business stipulated in the 2024 Negative List seeks an overseas offering and listing, it shall obtain the approval from the competent governmental authorities.
Unless Lufax (Shenzhen) Technology terminates the agreement or pursuant to other provisions of the agreement, the agreement will remain effective for ten years and will be automatically renewed for another five years unless terminated by Lufax (Shenzhen) Technology with 30 days’ advance written notice. Agreements That Enable Us to Direct the Activities of Shenzhen Lufax Enterprise Management Voting Proxy Agreement.
Unless Lufax (Shenzhen) Technology terminates the agreement or pursuant to other provisions of the agreement, the agreement will remain effective for ten years and will be automatically renewed for another five years unless terminated by Lufax (Shenzhen) Technology with 30 days’ advance written notice. 142 Table of Contents Agreements That Enable Us to Direct the Activities of Shenzhen Lufax Enterprise Management Voting Proxy Agreement.
The Regulations on the Implementation of the Consumers Rights and Interests Protection Law of the PRC, which was issued on March 15, 2024 and will come into effect on July 1, 2024, further specify the obligations of operators concerning consumer safety, product quality, and transparent pricing. These regulations particularly emphasize rules for online transactions and prepaid services.
The Regulations on the Implementation of the Consumers Rights and Interests Protection Law of the PRC, which was issued on March 15, 2024 and came into effect on July 1, 2024, further specify the obligations of operators concerning consumer safety, product quality, and transparent pricing. These regulations particularly emphasize rules for online transactions and prepaid services.
Except under certain specific circumstances provided by law, any third-party user must obtain consent or a proper license from the patent owner to use the patent. Otherwise, the use constitutes an infringement of the patent rights. 123 Table of Contents If a dispute arises due to patent infringement, the dispute must be settled through consultation involving both parties.
Except under certain specific circumstances provided by law, any third-party user must obtain consent or a proper license from the patent owner to use the patent. Otherwise, the use constitutes an infringement of the patent rights. If a dispute arises due to patent infringement, the dispute must be settled through consultation involving both parties.
However, the 2021 Negative List provides that foreign investors may hold 100% equity interest in e-commerce, domestic multi-party communications, data collection and transmission services and call centers.
However, the 2024 Negative List provides that foreign investors may hold 100% equity interest in e-commerce, domestic multi-party communications, data collection and transmission services and call centers.
The Administrative Measures on Financing Guarantee Business Permits clarify the definition of the operating license of financing guarantee business, the conditions and procedures for the issuance, renewal, revocation or cancelation of the operating license of financing guarantee business, and the information to be specified and recorded on the license.
The Administrative Measures on Financing Guarantee Business Permits clarify the definition of the operating license of financing guarantee business, the conditions and procedures for the issuance, renewal, revocation or cancellation of the operating license of financing guarantee business, and the information to be specified and recorded on the license.
On December 4, 2023, SAFE amended the above notice, explicitly defining the negative list for the use of capital income and facilitating pilot policies for cross-border financing nationwide. 126 Table of Contents On April 10, 2020, SAFE issued the Notice on Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business.
On December 4, 2023, SAFE amended the above notice, explicitly defining the negative list for the use of capital income and facilitating pilot policies for cross-border financing nationwide. On April 10, 2020, SAFE issued the Notice on Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business.
These agreements will remain effective for ten years and will be automatically renewed for another five years unless terminated by Weikun (Shanghai) Technology with 30 days’ advance written notice. 133 Table of Contents Contractual Arrangements with Shenzhen Lufax Enterprise Management and Its Shareholders Agreement That Allows Us to Receive Economic Benefits From Shenzhen Lufax Enterprise Management Exclusive Business Cooperation Agreement.
These agreements will remain effective for ten years and will be automatically renewed for another five years unless terminated by Weikun (Shanghai) Technology with 30 days’ advance written notice. Contractual Arrangements with Shenzhen Lufax Enterprise Management and Its Shareholders Agreement That Allows Us to Receive Economic Benefits From Shenzhen Lufax Enterprise Management Exclusive Business Cooperation Agreement.
For the Year Ended December 31, 2021 2022 2023 (months) Average Contractual Tenor General unsecured loans 35.4 38.0 35.7 Secured loans 35.9 38.8 36.5 Due to early repayment options, the effective tenor will be shorter than the average contractual tenor.
For the Year Ended December 31, 2022 2023 2024 (months) Average Contractual Tenor General unsecured loans 38.0 35.7 35.4 Secured loans 38.8 36.5 35.8 Due to early repayment options, the effective tenor will be shorter than the average contractual tenor.
The following table shows our average APR for new loans in 2021, 2022 and 2023 for general unsecured loans, secured loans and consumer finance loans. We have not enabled any loans with an APR higher than 24% for loan applications after September 4, 2020.
The following table shows our average APR for new loans in 2022, 2023 and 2024 for general unsecured loans, secured loans and consumer finance loans. We have not enabled any loans with an APR higher than 24% for loan applications after September 2020.
Borrowers with higher credit risk scores and better assets will be assigned a lower risk level. 93 Table of Contents As mentioned previously, we have been concentrating our efforts on borrowers at the higher end of our R1 to R6 ranking of creditworthiness.
Borrowers with higher credit risk scores and better assets will be assigned a lower risk level. As mentioned previously, we have been concentrating our efforts on borrowers at the higher end of our R1 to R6 ranking of creditworthiness.
If the repayment period is extended after the maturity of the loan, the number of times the loan is granted shall be counted as once. On July 12, 2020, the Interim Measures for the Administration of Online Loans by Commercial Banks came into effect.
If the repayment period is extended after the maturity of the loan, the number of times the loan is granted shall be counted as once. 112 Table of Contents On July 12, 2020, the Interim Measures for the Administration of Online Loans by Commercial Banks came into effect.
Our Borrowers Under our Puhui brand, we target small business owners who have residential property, automobiles, financial assets and some access to commercial bank credit. Small business owners often need larger ticket size loans on short notice for imminent commercial operating needs of their business and yet are underserved by traditional financial institutions.
Our Borrowers Under our Ping An Rongyi brand, we target small business owners who have residential property, automobiles, financial assets and some access to commercial bank credit. Small business owners often need larger ticket size loans on short notice for imminent commercial operating needs of their business and yet are underserved by traditional financial institutions.
Credit risk is borne by one or more of the funding partner, the credit enhancement provider and our own licensed financing guarantee subsidiary, in different combinations and different proportions depending on the loan. As of December 31, 2023, 58.2% of financing guarantees for the outstanding balance of loans enabled by us were provided by third-party credit enhancement providers.
Credit risk is borne by one or more of the funding partner, the credit enhancement provider and our own licensed financing guarantee subsidiary, in different combinations and different proportions depending on the loan. As of December 31, 2024, 25.2% of financing guarantees for the outstanding balance of loans enabled by us were provided by third-party credit enhancement providers.
APR represents the monthly all-in borrowing cost as a percentage of the outstanding balance annualized by a factor of 12. The all-in borrowing cost comprises the actual amount of (i) interest, (ii) insurance premiums or guarantee fees and (iii) retail credit enablement service fees.
APR represents the monthly all-in borrowing cost as a percentage of the outstanding balance annualized by a factor of 12. The all-in borrowing cost comprises the actual amount of (i) interest, (ii) service fees and (iii) insurance premiums or guarantee fees.
(2) Due to the wide variety of products offered by our consumer finance business, each with significant differences in tenor, this indicator lacks meaningfulness and thus is not applicable. The following table shows the outstanding balance of loans under Puhui and our consumer finance subsidiary by product as of the dates indicated.
(2) Due to the wide variety of products offered by our consumer finance business, each with significant differences in tenor, this indicator lacks meaningfulness and thus is not applicable. The following table shows the outstanding balance of loans under Ping An Rongyi and our consumer finance subsidiary by product as of the dates indicated.
This means that foreign invested enterprises may be required to adjust their structure and corporate governance in accordance with the PRC Company Law and other laws and regulations governing the corporate governance. On December 26, 2019, the State Council promulgated the Implementation Regulations for the Foreign Investment Law, effective January 1, 2020.
This means that foreign invested enterprises may be required to adjust their structure and corporate governance in accordance with the PRC Company Law and other laws and regulations governing the corporate governance. 108 Table of Contents On December 26, 2019, the State Council promulgated the Implementation Regulations for the Foreign Investment Law, effective January 1, 2020.
Such investments should be real and should be in compliance with the laws, regulations and rules, including the provisions of the 2021 Negative List.
Such investments should be real and should be in compliance with the laws, regulations and rules, including the provisions of the 2024 Negative List.
Each signing indirect shareholder further represents that, he or she will not, commit any conduct or omission that is contrary to the purpose and intention of the contractual arrangements, that leads or may lead to any conflict of interest between Shenzhen Lufax Enterprise Management and our company and our subsidiaries, and that if, during his or her performance of the contractual arrangements, there is a conflict of interest between the signing indirect shareholder and our company and our subsidiaries, the signing indirect shareholder will protect the legal interests of Lufax (Shenzhen) Technology under the contractual arrangements and follow the instructions of our company. 134 Table of Contents Spousal Consent Letters.
Each signing indirect shareholder further represents that, he or she will not, commit any conduct or omission that is contrary to the purpose and intention of the contractual arrangements, that leads or may lead to any conflict of interest between Shenzhen Lufax Enterprise Management and our company and our subsidiaries, and that if, during his or her performance of the contractual arrangements, there is a conflict of interest between the signing indirect shareholder and our company and our subsidiaries, the signing indirect shareholder will protect the legal interests of Lufax (Shenzhen) Technology under the contractual arrangements and follow the instructions of our company.
Retail Credit and Enablement We source borrowers under our Puhui brand primarily through offline channels, because we primarily focus on loans with larger ticket sizes that often require additional consultation services to be provided to the borrowers during the origination process.
Retail Credit and Enablement We source borrowers under our Ping An Rongyi brand primarily through offline channels, because we primarily focus on loans with larger ticket sizes that often require additional consultation services to be provided to the borrowers during the origination process.
Risk Factors—Risks Relating to Our Business and Industry—We may not be able to prevent others from making unauthorized use of our intellectual property, which could harm our business and competitive position” and “—We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.” 99 Table of Contents Seasonality Our overall operating results fluctuate from quarter to quarter as a result of a variety of factors, including seasonal factors and economic cycles that influence our operations.
Risk Factors—Risks Relating to Our Business and Industry—We may not be able to prevent others from making unauthorized use of our intellectual property, which could harm our business and competitive position” and “—We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.” Seasonality Our overall operating results fluctuate from quarter to quarter as a result of a variety of factors, including seasonal factors and economic cycles that influence our operations, such as seasonal marketing efforts.
We also provide a repayment reminder service to our borrowers, including text message reminders for low-risk borrowers and AI-enabled contact for medium- and high-risk borrowers. In 2023, we carried out 51% of our repayment reminders through messages and the remainder through AI-enabled phone calls. If borrowers fail to repay on time, our collection process will be initiated.
We also provide a repayment reminder service to our borrowers, including text message reminders for low-risk borrowers and AI-enabled contact for medium- and high-risk borrowers. In 2024, we carried out 9.7% of our repayment reminders through messages and the remainder through AI-enabled phone calls. If borrowers fail to repay on time, our collection process will be initiated.
Regulations Relating to Labor Regulations on Labor Contract The main PRC employment laws and regulations applicable to us include the Labor Law, the Labor Contract Law, the Implementing Regulations on the Labor Contract Law of the PRC and other laws and regulations. The Labor Law was last amended on December 29, 2018.
Regulations Relating to Labor Regulations on Labor Contract The main PRC employment laws and regulations applicable to us include the Labor Law, the Labor Contract Law, the Implementing Regulations on the Labor Contract Law of the PRC and other laws and regulations. 132 Table of Contents The Labor Law was last amended on December 29, 2018.
However, seasonality generally does not have a major effect on our financial results. Competition We compete primarily with non-traditional financial service providers such as MYbank, WeBank, Du Xiaoman Financial and JD Technology, and with traditional financial institutions, such as traditional banks, which are focused on retail and SMB lending.
However, seasonality generally does not have a major effect on our financial results. Competition We compete primarily with non-traditional financial service providers such as MYbank, WeBank, Du Xiaoman Financial and JD Technology, and with traditional financial institutions, such as traditional banks, which are focused on retail and SMB lending. We also compete with providers of consumer finance services.
Xuelian Yang owns 60% and Mr. Jingkui Shi owns 40% of Linzhi Jinsheng Investment Management Limited Partnership’s interests. (2) Shanghai Xiongguo and Shanghai Huikang Information Technology Co., Ltd. hold 99.995% and 0.005%, respectively, of the equity interests in Shanghai Lufax.
Jingkui Shi owns 40% of Linzhi Jinsheng Investment Management Limited Partnership’s interests. (2) Shanghai Xiongguo and Shanghai Huikang Information Technology Co., Ltd. hold 99.995% and 0.005%, respectively, of the equity interests in Shanghai Lufax.
The average outstanding loan balance per post-loan servicing employee per year was RMB65.5 million, RMB60.4 million and RMB49.7 million (US$7.0 million) in 2021, 2022 and 2023, respectively. In line with common industry practice, we use third-party collection agencies to collect loans that are delinquent for more than 80 days.
The average outstanding loan balance per post-loan servicing employee per year was RMB60.4 million, RMB49.7 million and RMB41.6 million (US$5.7 million) in 2022, 2023 and 2024, respectively. In line with common industry practice, we use third-party collection agencies to collect loans that are delinquent for more than 80 days.
The voting proxy agreement is irrevocable and remains in force continuously upon execution. Share Pledge Agreements. Weikun (Shanghai) Technology has entered into share pledge agreements with Shanghai Xiongguo and Shanghai Lufax and their respective shareholders.
The voting proxy agreement is irrevocable and remains in force continuously upon execution. 141 Table of Contents Share Pledge Agreements. Weikun (Shanghai) Technology has entered into share pledge agreements with Shanghai Xiongguo and Shanghai Lufax and their respective shareholders.
We have cumulatively analyzed over 18 years of through-cycle credit data from approximately 6.9 million unique individual applicants as of December 31, 2023. Our proprietary and third-party data includes both know-your-customer or KYC personal financial information and know-your-business or KYB business information for loans to small business owners. All data are accessed and used only with the customer’s consent.
We have cumulatively analyzed over 19 years of through-cycle credit data from approximately 71.5 million unique individual applicants as of December 31, 2024. Our proprietary and third-party data includes both know-your-customer or KYC personal financial information and know-your-business or KYB business information for loans to small business owners. All data are accessed and used only with the customer’s consent.
The number of active borrowers for whom we enabled loans was 4.9 million in 2021, 4.8 million in 2022 and 3.9 million in 2023. We source borrowers through a variety of channels.
The number of active borrowers for whom we enabled loans was 4.8 million in 2022, 3.9 million in 2023 and 5.0 million in 2024. We source borrowers through a variety of channels.
On September 7, 2020, the China Banking and Insurance Regulatory Commission issued the Notice on Strengthening the Supervision and Management of Microloan Companies. This notice aims to regulate the operation of microloan companies, prevent and resolve risks, promote the healthy growth of the microloan industry.
On September 7, 2020, the China Banking and Insurance Regulatory Commission issued the Notice on Strengthening the Supervision and Management of Microloan Companies. This notice aims to regulate the operation of microloan companies, prevent and resolve risks, promote the healthy growth of the microloan industry, and stipulates multiple requirements with respect to microloan companies.
As of December 31, DPD 30+ Delinquency Rates by Type of Loan 2021 2022 2023 General unsecured loans 2.6 5.2 7.7 Secured loans 0.8 2.6 4.4 Total 2.2 4.6 6.9 The core indicator for credit quality monitored by our management is DPD 90+.
As of December 31, DPD 30+ Delinquency Rates by Type of Loan 2022 2023 2024 General unsecured loans 5.2 7.7 4.7 Secured loans 2.6 4.4 5.1 All loans 4.6 6.9 4.8 The core indicator for credit quality monitored by our management is DPD 90+.
Approximately 98.2%, 94.9% and 88.2% of the total outstanding loans we had enabled as of December 31, 2021, 2022 and 2023, respectively, are loans we enabled under our core retail credit and enablement business model.
Approximately 94.9%, 88.2% and 76.9% of the total outstanding balance of loans we had enabled as of December 31, 2022, 2023 and 2024, respectively, are loans we enabled under our core retail credit and enablement business model.
Shanghai Xiongguo holds 100% of the equity interests in Shanghai Huikang Information Technology Co., Ltd., which in turn beneficially owns 100% of the equity interests in Shanghai Lufax. (3) Ping An Puhui Enterprises Management Co., Ltd. holds the remaining 9.375% of the equity interests in Chongqing Jin’an Microloan Co., Ltd.
Shanghai Xiongguo holds 100% of the equity interests in Shanghai Huikang Information Technology Co., Ltd., which in turn beneficially owns 100% of the equity interests in Shanghai Lufax. (3) Ping An Puhui Enterprises Management Co., Ltd. holds the remaining 9.375% of the equity interests in Chongqing Yuheao Commercial Information Consulting Co., Ltd.
Powered by AI servicing, intelligent loan collection algorithm and App smart robots, we have created a 24/7 operational command dashboard for our loan collection system which has increased the stability, speed, and efficiency of our post-loan process.
We utilize an online system for efficient and effective post-loan management and loan collection. Powered by AI servicing, intelligent loan collection algorithm and App smart robots, we have created a 24/7 operational command dashboard for our loan collection system which has increased the stability, speed, and efficiency of our post-loan process.
The following chart shows the flow rates in 2021, 2022 and 2023 for the general unsecured loans we have enabled.
The following chart shows the flow rates in 2022, 2023 and 2024 for the general unsecured loans we have enabled. The following chart shows the flow rates in 2022, 2023 and 2024 for the secured loans we have enabled.
These agreements encapsulate the principal terms governing funding arrangements and financial guarantee for the loans that we enable with them. Common provisions include specifying the total amount of loans to be guaranteed by our licensed financing guarantee subsidiary and the geographical scope of the collaboration.
These agreements encapsulate the principal terms governing funding arrangements and financial guarantee for the loans that we enable with them. Some of these agreements specify the total amount of loans to be guaranteed by our licensed financing guarantee subsidiary and the geographical scope of the collaboration.
Some of these agreements set out the rate of interest to be charged by the funding partner for the loans. Additionally, they require the funding partner to perform its own credit assessment of the borrowers and to enter into the loan agreement with the borrower.
Some of these agreements set out the rate of interest to be charged by the funding partner for the loans. Additionally, they require the funding partner to perform its own credit assessment of the borrowers and to enter into the loan agreement with the borrower. Under these agreements, the funding partner delegates the right to perform post-loan services to us.
Loans are disbursed by the funding partner directly to the borrower. The credit approval time for loans we enable can be as fast as 45 minutes for general unsecured loans or 96 minutes for secured loans in 2023, and funding is generally available on the same day.
Loans are disbursed by the funding partner directly to the borrower. The credit approval time for loans we enable can be as fast as 31 minutes for general unsecured loans or 88 minutes for secured loans in 2024, and funding is generally available on the same day.
The proportion of the outstanding balance of loans we enabled under the Puhui brand that was insured or guaranteed by third parties was 78.9%, 76.1% and 64.2% of the outstanding balance as of December 31, 2021, 2022 and 2023, respectively. Ping An P&C provided credit enhancement on standard commercial arm’s-length terms for loans we enabled.
The proportion of the outstanding balance of loans we enabled under the Ping An Rongyi brand that was insured or guaranteed by third parties was 76.1%, 64.2% and 28.6% of the outstanding balance as of December 31, 2022, 2023 and 2024, respectively. Ping An P&C provided credit enhancement on standard commercial arm’s-length terms for loans we enabled.
The following table presents the volume of general unsecured loans we enabled by ticket size for the years indicated: For the Year Ended December 31, 2021 2022 2023 (RMB) (%) (RMB) (%) (RMB) (%) (in billions, except percentages) Ticket Size Up to RMB50,000 7.2 1.5 3.0 1.0 0.6 0.6 RMB50,001 to RMB100,000 38.5 8.0 18.5 5.8 4.3 4.8 RMB100,001 to RMB200,000 138.0 28.6 68.1 21.4 12.6 13.9 RMB200,001 to RMB300,000 159.2 33.1 93.5 29.3 26.5 29.1 RMB300,001 or above 138.8 28.8 135.5 42.5 47.0 51.7 Total 481.7 100.0 318.6 100.0 91.0 100.0 We focus on enabling loans with higher ticket size, which is an important feature for satisfying the needs of small business owners.
The following table presents the volume of general unsecured loans we enabled by ticket size for the years indicated: For the Year Ended December 31, 2022 2023 2024 (RMB) (%) (RMB) (%) (RMB) (%) (in billions, except percentages) Ticket Size Up to RMB50,000 3.0 1.0 0.6 0.6 0.4 0.5 RMB50,001 to RMB100,000 18.5 5.8 4.3 4.8 16.7 19.3 RMB100,001 to RMB200,000 68.1 21.4 12.6 13.9 10.3 12.0 RMB200,001 to RMB300,000 93.5 29.3 26.5 29.1 21.5 25.0 RMB300,001 or above 135.5 42.5 47.0 51.7 37.2 43.2 Total 318.6 100.0 91.0 100.0 86.2 100.0 We focus on enabling loans with higher ticket size, which is an important feature for satisfying the needs of small business owners.
Stable and Scalable Cloud-based Infrastructure Our platform is built on cloud-native infrastructure supplied by Ping An Cloud. Ping An Cloud provides us with computing services, storage, server and bandwidth. We maintain redundancy through a real-time multi-layer data backup system to ensure the reliability of our network. Cloud-native flexibility enables us to deliver financial services with fast and seamless digital experience.
Stable and Scalable Cloud-based Infrastructure Our platform is built on cloud-native infrastructure supplied by Ping An Cloud. Ping An Cloud provides us with computing services, storage, server and bandwidth. We maintain redundancy through a real-time multi-layer data backup system to ensure the reliability of our network.
As of December 31, 2021 2022 2023 (%) Average APR for New Loans General unsecured loans 22.6 21.1 20.9 Secured loans 16.2 15.7 16.0 Consumer finance loans 20.3 20.6 19.7 87 Table of Contents General Unsecured Loans General unsecured loans target both small business owners and salaried workers.
As of December 31, 2022 2023 2024 (%) Average APR for New Loans General unsecured loans 21.1 20.9 21.3 Secured loans 15.7 16.0 16.2 Consumer finance loans 20.6 19.7 17.6 General Unsecured Loans General unsecured loans target both small business owners and salaried workers.
Among other things, the sum of the Level I and Level II financial assets of a financing guarantee company is required to be no less than 70% of such financing guarantee company’s total assets less qualified receivables. The ratio for Ping An Puhui Financing Guarantee Co., Ltd was 75.1% as of December 31, 2023.
Among other things, the sum of the Level I and Level II financial assets of a financing guarantee company is required to be no less than 70% of such financing guarantee company’s total assets less qualified receivables. The ratio for Ping An Rongyi (Jiangsu) Financing Guarantee Co., Ltd was 70.2% as of December 31, 2024.
We regularly evaluate our agency partner companies based on their performance, service quality, experience in the industry and compliance with laws and regulations. In addition to the collection efforts described above, we have an additional foreclosure procedure for our secured loans.
We regularly evaluate our agency partner companies based on their performance, service quality, experience in the industry and compliance with laws and regulations. In addition to the collection efforts described above, we have established additional debt assignment procedures for our secured loans.
Ping An P&C had provided credit enhancement on 52.5% of the outstanding balance of loans we had enabled under our Puhui brand as of December 31, 2023. For loans enabled by us and insured by Ping An P&C, we entered into agreements with terms of three years with Ping An P&C and each of the funding partners.
Ping An P&C had provided credit enhancement on 26.6% of the outstanding balance of loans we had enabled under our Ping An Rongyi brand as of December 31, 2024. For loans enabled by us and insured by Ping An P&C, we entered into agreements with terms of three years with Ping An P&C and each of the funding partners.
As of December 31, 2021 2022 2023 (RMB) (%) (RMB) (%) (RMB) (%) (in billions, except percentages) Outstanding Balance General unsecured loans 520.1 78.7 423.8 73.5 207.9 65.9 Secured loans 129.3 19.6 123.1 21.4 70.4 22.3 Consumer finance loans 11.6 1.8 29.7 5.1 37.1 11.8 Total 661.0 100.0 576.5 100.0 315.4 100.0 The following table shows the volume of new loans by product during the years indicated.
As of December 31, 2022 2023 2024 (RMB) (%) (RMB) (%) (RMB) (%) (in billions, except percentages) Outstanding Balance General unsecured loans 423.8 73.5 207.9 65.9 124.8 57.6 Secured loans 123.1 21.4 70.4 22.3 42.0 19.4 Consumer finance loans 29.7 5.1 37.1 11.8 50.1 23.1 Total 576.5 100.0 315.4 100.0 216.9 100.0 The following table shows the volume of new loans by product during the years indicated.
Risk Factors—Risks Relating to Our Corporate Structure” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China.” 135 Table of Contents D. Property, Plant and Equipment We are headquartered in Shanghai. We had 403 offices in China and another 3 offices in Hong Kong and Indonesia as of December 31, 2023.
Risk Factors—Risks Relating to Our Corporate Structure” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China.” D. Property, Plant and Equipment We are headquartered in Shanghai. We had 380 offices in China and another 4 offices in Hong Kong and Indonesia as of December 31, 2024.
The results of the regulatory rating will serve as an important basis for regulatory authorities in assessing the operation, risk profile and risk management capability of consumer finance companies as well as in formulating regulatory plans, allocating regulatory resources, and taking regulatory measures. The results will also be used as reference factors for market entry of consumer finance companies.
The results of the regulatory rating will serve as an important basis for regulatory authorities in assessing the operation, risk profile and risk management capability of consumer finance companies as well as in formulating regulatory plans, allocating regulatory resources, and taking regulatory measures.
In addition, consistent with the Guidance on the Guiding Opinions on the Pilot Operation of Microloan Companies and Circular 141, the above notice emphasize several aspects where inspection and rectification measures must be carried out for the online microloans industry, which include (i) the microloan companies shall be approved by the local authorities in accordance with the applicable regulations promulgated by the State Council, and the approved online microloan companies in violation of any regulatory requirements shall be re-examined; (ii) qualification requirements to conduct online microloan business (including the qualification of shareholders, sources of borrowers, internet scenario and the digital risk-management technology); (iii) whether the “integrated actual interest rate” (namely the ratio of the aggregated borrowing costs charged to borrowers in the form of interest and various fees to the principal of loans) are annualized and subject to the limit on interest rate of private lending set forth in the private lending judicial interpretations issued by the Supreme People’s Court and, whether any interest, handling fee, management fee or deposit are deducted from the principal of loans provided to the borrowers in advance; (iv) whether microloan companies cooperate with internet platforms without relevant website registration or telecommunication business licenses to offer microloans and whether microloan companies cooperate with institutions with no lending qualification to offer loans or provide funds to such institutions for them to offer loans, and with respect to the loan business conducted in cooperation with third-party institutions, whether the online microloan companies outsource their core business (including the credit assessment and risk control), or accept any credit enhancement services provided by any third-party institutions with no guarantee qualification; or whether any applicable third-party institution collects any interest or fees from the borrowers; and (v) whether entities that conduct online microloans business have obtained approvals or licenses for their lending business.
There are 11 key areas of investigation and renovation: (i) strict management of the authority of examination and approval; (ii) re-examination of the online microloan management qualifications; (iii) equity management; (iv) on-balance sheet financing; (v) asset securitization and other financing; (vi) integrated actual interest rate; (vii) the behavior of loan management and collection; (viii) the scope of the loan; (ix) business cooperation; (x) information security; and (xi) illegal operation. 117 Table of Contents In addition, consistent with the Guidance on the Guiding Opinions on the Pilot Operation of Microloan Companies and Circular 141, the above notice emphasize several aspects where inspection and rectification measures must be carried out for the online microloans industry, which include (i) the microloan companies shall be approved by the local authorities in accordance with the applicable regulations promulgated by the State Council, and the approved online microloan companies in violation of any regulatory requirements shall be re-examined; (ii) qualification requirements to conduct online microloan business (including the qualification of shareholders, sources of borrowers, internet scenario and the digital risk-management technology); (iii) whether the “integrated actual interest rate” (namely the ratio of the aggregated borrowing costs charged to borrowers in the form of interest and various fees to the principal of loans) are annualized and subject to the limit on interest rate of private lending set forth in the private lending judicial interpretations issued by the Supreme People’s Court and, whether any interest, handling fee, management fee or deposit are deducted from the principal of loans provided to the borrowers in advance; (iv) whether microloan companies cooperate with internet platforms without relevant website registration or telecommunication business licenses to offer microloans and whether microloan companies cooperate with institutions with no lending qualification to offer loans or provide funds to such institutions for them to offer loans, and with respect to the loan business conducted in cooperation with third-party institutions, whether the online microloan companies outsource their core business (including the credit assessment and risk control), or accept any credit enhancement services provided by any third-party institutions with no guarantee qualification; or whether any applicable third-party institution collects any interest or fees from the borrowers; and (v) whether entities that conduct online microloans business have obtained approvals or licenses for their lending business.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor the Year Ended December 31, 2021 2022 2023 (RMB) (RMB) (RMB) (US$) (in millions) Technology platform–based income Retail credit and enablement service fees Loan enablement service fees 5,676 3,446 979 138 Post-origination service fees 30,411 24,028 13,729 1,934 Referral income from platform service 706 1,147 426 60 Retail credit and enablement service fees 36,793 28,621 15,134 2,132 Other technology platform–based income 1,501 597 192 27 Total technology platform–based income 38,294 29,218 15,326 2,159 Net interest income 14,174 18,981 12,348 1,739 Guarantee income 4,370 7,373 4,392 619 Other income 3,875 1,238 1,144 161 Investment income 1,152 1,306 1,050 148 Share of net profit/(loss) of investments accounted for using the equity method (31 ) 0 (5 ) (1 ) Total income 61,835 58,116 34,255 4,825 Sales and marketing expenses: Borrower acquisition expenses (10,120 ) (7,865 ) (5,031 ) (709 ) Investor acquisition and retention expenses (677 ) (301 ) (24 ) (3 ) General sales and marketing expenses (6,637 ) (6,654 ) (4,377 ) (617 ) Referral expenses from platform service (559 ) (937 ) (435 ) (61 ) Sales and marketing expenses (17,993 ) (15,757 ) (9,867 ) (1,390 ) General and administrative expenses (3,559 ) (2,830 ) (2,305 ) (325 ) Operation and servicing expenses (6,558 ) (6,430 ) (6,119 ) (862 ) Technology and analytics expenses (2,084 ) (1,872 ) (1,387 ) (195 ) Credit impairment losses (6,644 ) (16,550 ) (12,697 ) (1,788 ) Asset impairment losses (1,101 ) (427 ) (31 ) (4 ) Finance costs (996 ) (1,239 ) (414 ) (58 ) Other gains/(losses) net 499 3 210 30 Total expenses (38,435 ) (45,102 ) (32,610 ) (4,593 ) Profit before income tax expenses 23,400 13,013 1,645 232 Less: Income tax expenses (6,691 ) (4,238 ) (611 ) (86 ) Net profit attributable to: Owners of our company 16,804 8,699 887 125 Non-controlling interests (95 ) 76 148 21 16,709 8,775 1,034 146 148 Table of Contents Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Technology Platform–based Income Our technology platform–based income decreased by 47.5% from RMB29.2 billion in 2022 to RMB15.3 billion (US$2.2 billion) in 2023.
Biggest changeFor the Year Ended December 31, 2022 2023 2024 (restated) (restated) (RMB) (RMB) (RMB) (US$) (in millions) Technology platform-based income Retail credit and enablement service fees Loan enablement service fees 3,446 979 1,572 215 Post-origination service fees 24,028 13,729 6,481 888 Referral income from platform service 1,147 426 14 2 Retail credit and enablement service fees 28,621 15,134 8,066 1,105 Other technology platform-based income 593 185 95 13 Total technology platform-based income 29,215 15,319 8,161 1,118 Net interest income 18,682 13,112 12,311 1,687 Guarantee income 7,373 4,392 3,580 490 Other income 1,840 1,391 1,508 207 Investment income/(losses) 513 80 (1,046 ) (143 ) Share of net losses of investments accounted for using the equity method 0 (5 ) (1 ) (0 ) Total income 57,622 34,289 24,513 3,358 Sales and marketing expenses: Borrower acquisition expenses (7,865 ) (5,031 ) (2,746 ) (376 ) Investor acquisition and retention expenses (301 ) (24 ) (35 ) (5 ) General sales and marketing expenses (6,662 ) (4,399 ) (2,626 ) (360 ) Referral expenses from platform service (937 ) (435 ) Sales and marketing expenses (15,765 ) (9,889 ) (5,406 ) (741 ) General and administrative expenses (2,885 ) (2,350 ) (2,024 ) (277 ) Operation and servicing expenses (6,922 ) (6,193 ) (5,034 ) (690 ) Technology and analytics expenses (1,897 ) (1,406 ) (1,178 ) (161 ) Credit impairment losses (16,512 ) (12,696 ) (12,613 ) (1,728 ) Asset impairment losses (427 ) (31 ) Finance costs (1,173 ) (349 ) (85 ) (12 ) Other gains/(losses) net 5 213 (253 ) (35 ) Total expenses (45,576 ) (32,700 ) (26,592 ) (3,643 ) Profit/(loss) before income tax expenses 12,046 1,588 (2,079 ) 285 Less: Income tax expenses (4,188 ) (635 ) (1,525 ) (209 ) Net profit/(loss) attributable to: Owners of our company 7,777 810 (3,871 ) (530 ) Non-controlling interests 81 143 267 37 7,858 953 (3,604 ) (494 ) Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Technology Platform-based Income Our technology platform-based income decreased by 46.7% from RMB15.3 billion in 2023 to RMB8.2 billion (US$1.1 billion) in 2024.
The decrease in loans to customers and accounts and other receivables was mainly due to the decrease in outstanding balance of loans originated by consolidated trust plans and the decrease in accounts and other receivables as we prudently scaled down our business due to macroeconomic challenges.
The decrease in loans to customers and accounts and other receivables was mainly due to the decrease in outstanding balance of loans originated by consolidated trust plans and the decrease in accounts and other receivables as we prudently scaled down our business due to macroeconomic challenges.
The decrease in accounts and other payables and payables to investors of consolidated structured entities was mainly due to the decrease in payables to investors of consolidated trust plans as a result of the decrease in outstanding balance of loans originated by consolidated trust plans.
The decrease in accounts and other payables and payables to investors of consolidated structured entities was mainly due to the decrease in payables to investors of consolidated trust plans as a result of the decrease in outstanding balance of loans originated by consolidated trust plans.
This evolution in the mix of our total income is driven primarily by changes in our business model as we have gradually taken on more credit risk, changes in funding mix and growth in our consumer finance business. 141 Table of Contents Our on–balance sheet loans include loans that we fund ourselves directly through our licensed microloan and consumer finance subsidiaries and loans that are funded by consolidated trust plans and generate interest income recognized under IFRS 9.
This evolution in the mix of our total income is driven primarily by changes in our business model as we have gradually taken on more credit risk, changes in funding mix and growth in our consumer finance business. 150 Table of Contents Our on-balance sheet loans include loans that we fund ourselves directly through our licensed microloan and consumer finance subsidiaries and loans that are funded by consolidated trust plans and generate interest income recognized under IFRS 9.
We have also been revising our salesforce to concentrate on a smaller number of higher-quality borrowers and shifting to utilize more of our direct sales force channel for better quality control.
We have been revising our salesforce to concentrate on a smaller number of higher-quality borrowers and shifting to utilize more of our direct sales force channel for better quality control.
In addition to these changes in our working capital accounts, the difference between our net cash generated from operating activities and our profit before income tax expenses was also due to the impact of certain other items, in particular unrealized credit impairment losses of RMB5.6 billion and finance cost classified as financing activities of RMB1.8 billion, partially offset by investment income classified as investing activities of RMB1.2 billion.
In addition to these changes in our working capital accounts, the difference between our net cash generated from operating activities and our profit before income tax expenses was also due to the impact of certain other items, in particular unrealized credit impairment losses of RMB5.6 billion and finance cost classified as financing activities of RMB1.8 billion, partially offset by investment income classified as investing activities of RMB0.6 billion.
Other than as shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2023. Holding Company Structure Lufax Holding Ltd is a holding company with no material operations of its own. We conduct operations in China primarily through our subsidiaries, the consolidated affiliated entities and their subsidiaries in China.
Other than as shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024. Holding Company Structure Lufax Holding Ltd is a holding company with no material operations of its own. We conduct operations in China primarily through our subsidiaries, the consolidated affiliated entities and their subsidiaries in China.
If the loans are 90 days past due, we record our losses based on our best estimate of recoverable amount. 140 Table of Contents Key Operating Metrics We regularly review a number of operating metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions.
If the loans are 90 days past due, we record our losses based on our best estimate of recoverable amount. 149 Table of Contents Key Operating Metrics We regularly review a number of operating metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions.
Our borrower acquisition expenses primarily represent the expenses we incur as compensation for new loans we enabled that generated technology platform–based income, both for loans enabled in 2022 and for loans enabled in prior years whose remaining balance and tenor of obligations had not lapsed. The decrease in borrower acquisition expenses was primarily due to the decreased new loan sales.
Our borrower acquisition expenses primarily represent the expenses we incur as compensation for new loans we enabled that generated technology platform-based income, both for loans enabled in 2023 and for loans enabled in prior years whose remaining balance and tenor of obligations had not lapsed. The decrease in borrower acquisition expenses was primarily due to the decreased new loan sales.
However, we only bear limited credit risk even in the trusts that we consolidate. See “Item 4. Information on the Company—B. Business Overview—How We Enable Our Institutional Partners—Our Funding Partners—Trusts.” In June 2020, we also started to serve consumers under our licensed consumer finance subsidiary.
However, we only bear limited credit risk even in the trusts that we consolidate. See “Item 4. Information on the Company—B. Business Overview—How We Enable Our Institutional Partners—Our Funding Partners—Trusts.” In May 2020, we also started to serve consumers under our licensed consumer finance subsidiary.
We provide guarantee services through our financing guarantee subsidiary, which has licensed branches in 30 provinces. For loans funded by third parties requiring credit enhancement, we used to guarantee a portion of the risk on each new loan transaction along with our credit enhancement providers.
We provide guarantee services through our financing guarantee subsidiary, which has licensed branches in 29 provinces. For loans funded by third parties requiring credit enhancement, we used to guarantee a portion of the risk on each new loan transaction along with our credit enhancement providers.
Interest income represents interest income receivable by loans funded by these trust plans while interest expenses represent interest payable by these consolidated trust plans to their investors. Microloans and Consumer Finance Our net interest income from microloans and consumer finance increased by 29.3% from RMB3.3 billion in 2022 to RMB4.3 billion (US$0.6 billion) in 2023.
Interest income represents interest income receivable by loans funded by these trust plans while interest expenses represent interest payable by these consolidated trust plans to their investors. Microloans and Consumer Finance Our net interest income from microloans and consumer finance increased by 29.0% from RMB3.3 billion in 2022 to RMB4.3 billion in 2023.
Asset impairment losses decreased by 92.7% from RMB427.1 million in 2022 to RMB31.2 million (US$4.4 million) in 2023, primarily due to the higher base of impairment loss for the year ended December 31, 2022 as a result of impairment loss of long term investment.
Asset impairment losses decreased by 92.7% from RMB427.1 million in 2022 to RMB31.2 million in 2023, primarily due to the higher base of impairment loss for the year ended December 31, 2022 as a result of impairment loss of long term investment.
Our borrower acquisition expenses primarily represent the expenses we incur as compensation for new loans we enabled that generated technology platform–based income, both for loans enabled in 2022 and for loans enabled in prior years whose remaining balance and tenor of obligations had not lapsed.
Our borrower acquisition expenses primarily represent the expenses we incur as compensation for new loans we enabled that generated technology platform-based income, both for loans enabled in 2024 and for loans enabled in prior years whose remaining balance and tenor of obligations had not lapsed.
On– and Off–Balance Sheet Treatment of Loans and Risk Exposure We have established diversified funding sources, including banks, trust plans and our own licensed microloan and consumer finance subsidiaries, to ensure that we have scalable and stable funding for the loans we enable.
On- and Off-Balance Sheet Treatment of Loans and Risk Exposure We have established diversified funding sources, including banks, trust plans and our own licensed consumer finance subsidiary and microloan subsidiary, to ensure that we have scalable and stable funding for the loans we enable.
The table below sets forth the estimated effective tenor of loans that we do not consolidate on our balance sheet, after considering the actual early repayments that have occurred and expected future early repayments, as of December 31, 2021, 2022 and 2023.
The table below sets forth the estimated effective tenor of loans that we do not consolidate on our balance sheet, after considering the actual early repayments that have occurred and expected future early repayments, as of December 31, 2022, 2023 and 2024.
The following table sets forth the sum of the loan enablement service fees and post-origination service fees that is expected to arise from the remaining performance of long-term contracts for our financial enablement services as of December 31, 2023.
The following table sets forth the sum of the loan enablement service fees and post-origination service fees that is expected to arise from the remaining performance of long-term contracts for our financial enablement services as of December 31, 2024.
We have a robust distribution capability across multiple channels, including full-time direct sales employees, active third-party channel partners, and employees engaged in targeted online and telemarketing campaigns. We strategically adjust our channel mix based on channel costs and effectiveness to enhance our ability to address the needs of the high quality borrowers we target.
We have a robust distribution capability across multiple channels, including full-time direct sales employees, active third-party channel partners, and employees engaged in targeted online and telemarketing campaigns. 147 Table of Contents We strategically adjust our channel mix based on channel costs and effectiveness to enhance our ability to address the needs of the high quality borrowers we target.
Net cash used in financing activities for 2023 was RMB20.6 billion (US$2.9 billion), primarily as a result of repayment of borrowings of RMB18.3 billion, repayment of optionally convertible promissory notes of RMB8.3 billion, payment for early redemption and extension of convertible promissory notes payable of RMB3.6 billion and repayment of bonds payable of RMB2.2 billion, partially offset by proceeds from borrowings of RMB14.6 billion.
Net cash used in financing activities for 2023 was RMB20.2 billion, primarily as a result of repayment of borrowings of RMB17.9 billion, repayment of optionally convertible promissory notes of RMB8.3 billion, payment for early redemption and extension of convertible promissory notes payable of RMB3.6 billion and repayment of bonds payable of RMB2.2 billion, partially offset by proceeds from borrowings of RMB14.6 billion.
Interest income from microloans and consumer finance increased by 24.4% from RMB4.0 billion in 2022 to RMB5.0 billion (US$0.7 billion) in 2023. Interest expense from microloans and consumer finance remained stable at RMB0.7 billion (US$0.1 billion) in 2023, compared to to RMB0.7 billion in 2022.
Interest income from microloans and consumer finance increased by 24.4% from RMB4.0 billion in 2022 to RMB5.0 billion in 2023. Interest expense from microloans and consumer finance remained stable at RMB0.7 billion in 2023, compared to RMB0.7 billion in 2022.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2024 that are reasonably likely to have a material effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2025 that are reasonably likely to have a material effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. 166 Table of Contents E.
As of December 31, 2021, 2022 and 2023, we had credit risk exposure to 16.6%, 23.5% and 39.8%, respectively, of the outstanding balance of the loans we enabled. The credit risk exposure between our third-party external partners and ourselves is on a pari passu basis, meaning that we share all losses in proportion to our respective commitments.
As of December 31, 2022, 2023 and 2024, we had credit risk exposure to 23.5%, 39.8% and 74.5%, respectively, of the outstanding balance of the loans we enabled. The credit risk exposure between our third-party external partners and ourselves is on a pari passu basis, meaning that we share all losses in proportion to our respective commitments.
Net cash used in financing activities for 2022 was RMB9.9 billion, primarily as a result of payment for interest expenses and dividend declared of RMB8.9 billion, repayment of borrowings of RMB5.8 billion and repayment of convertible promissory note payable of RMB3.7 billion, partially offset by proceeds from borrowings of RMB9.0 billion.
Net cash used in financing activities for 2022 was RMB9.9 billion, primarily as a result of payment for interest expenses and dividend declared of RMB8.9 billion, repayment of borrowings of RMB5.8 billion and Payment for early redemption and extension of convertible promissory notes payable of RMB3.7 billion, partially offset by proceeds from borrowings of RMB9.0 billion.
Risk Factors—Risks Relating to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.” Income Tax Expenses For the years ended December 31, 2021, 2022 and 2023, our income tax expenses were RMB6.7 billion, RMB4.2 billion and RMB0.6 billion (US$0.1 billion), respectively.
Risk Factors—Risks Relating to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.” Income Tax Expenses For the years ended December 31, 2022, 2023 and 2024, our income tax expenses were RMB4.2 billion, RMB0.6 billion and RMB1.5 billion (US$0.2 billion), respectively.
However, in the fourth quarter of 2023, we successfully completed the transformation of our business to a 100% guarantee business model, under which our licensed financing guarantee subsidiary now provides a guarantee for each new loan transaction without the use of third-party credit enhancement.
However, in the fourth quarter of 2023, we successfully completed the transformation of our business to a 100% guarantee business model, under which our licensed financing guarantee subsidiary now provides a guarantee for each new loan transaction (excluding certain consumer finance loan products) without the use of third-party credit enhancement.
As a result, more loans enabled with trust plans were consolidated since we were entitled to higher proportion of the variable return. As of December 31, 2021, 2022 and 2023, we consolidated 90.1%, 95.6% and 96.0%, respectively, of the outstanding balance of loans we enabled with trusts as the funding source.
As a result, more loans enabled with trust plans were consolidated since we were entitled to higher proportion of the variable return. As of December 31, 2022, 2023 and 2024, we consolidated 95.6%, 96.0% and 96.7%, respectively, of the outstanding balance of loans we enabled with trusts as the funding source.
Credit impairment losses decreased by 23.3% from RMB16.6 billion in 2022 to RMB12.7 billion (US$1.8 billion) in 2023, primarily due to the decrease in provision of loans and receivables as a result of the decreased loan balance, partially offset by the increase of actual losses.
Credit impairment losses decreased by 23.1% from RMB16.5 billion in 2022 to RMB12.7 billion in 2023, primarily due to the decrease in provision of loans and receivables as a result of the decreased loan balance, partially offset by the increase of actual losses.
We expect loan impairment provisions against the risk exposure on our outstanding loan portfolio to continue to increase in the short term as the remaining loans with third-party credit enhancement reach maturity and the percentage of the outstanding loans on which we bear credit risk approaches 100%, which will act as a drag on our financial performance in 2024.
We expect loan impairment provisions against the risk exposure on our outstanding loan portfolio to continue to increase in the short term as the remaining loans with third-party credit enhancement reach maturity and the percentage of the outstanding loans on which we bear credit risk continuously increases, which will act as a drag on our financial performance in 2025.
A combination of the growth in the risk-bearing loan balance on our balance sheet, the growth in our off-balance sheet guarantee exposure from our financing guarantee business and the impact of the COVID-19 pandemic on the Chinese economy has caused us to incur more indemnity loss and book more provisions anticipating deteriorating asset quality of the loan portfolios.
A combination of the growth in the risk-bearing loan balance on our balance sheet and the growth in our off-balance sheet guarantee exposure from our financing guarantee business has caused us to incur more indemnity loss and book more provisions anticipating deteriorating asset quality of the loan portfolios.
We downscaled the operations of Lujintong in 2023 and plan to cease its operation by the end of April 2024. Other technology platform–based income includes service fees generated from distribution of financial institutions’ products including asset management plans, bank products, mutual funds, trust plans and other products.
We downscaled the operations of Lujintong in 2023 and ceased its operation in April 2024. Other technology platform-based income includes service fees generated from distribution of financial institutions’ products including asset management plans, bank products, mutual funds, trust plans and other products.
Investment income accounted for 1.9% of our total income in 2021, 2.2% of our total income in 2022 and 3.1% of our total income in 2023. Total Expenses Our expenses include sales and marketing expenses, general and administrative expenses, operation and servicing expenses, technology and analytics expenses, and credit impairment costs, among others.
Investment income accounted for 0.9% of our total income in 2022, 0.2% of our total income in 2023 and (4.3)% of our total income in 2024. Total Expenses Our expenses include sales and marketing expenses, general and administrative expenses, operation and servicing expenses, technology and analytics expenses, and credit impairment costs, among others.
Off–Balance Sheet Arrangements As of December 31, 2023, the majority of financing guarantees for the loans we enabled were provided by third-party credit enhancement providers, while the remainder were provided by our licensed financing guarantee subsidiary.
Off-Balance Sheet Arrangements As of December 31, 2024, 25.2% of the financing guarantees for the loans we enabled were provided by third-party credit enhancement providers, while the remainder were provided by our licensed financing guarantee subsidiary.
As of December 31, 2021, 2022 and 2023, our DPD 30+ delinquency rate was 2.2%, 4.6% and 6.9%, respectively, and our DPD 90+ delinquency rate was 1.2%, 2.6% and 4.1%, respectively. Flow rate is a forward-looking indicator that estimates the percentage of current loans that will become non-performing at the end of three months.
For the quarter ended December 31, 2022, 2023 and 2024, our DPD 30+ delinquency rate was 4.6%, 6.9% and 4.8%, respectively, and our DPD 90+ delinquency rate was 2.6%, 4.1% and 2.9%, respectively. Flow rate is a forward-looking indicator that estimates the percentage of current loans that will become non-performing at the end of three months.
As of December 31, 2023, 58.2% of financing guarantees for the outstanding balance of loans enabled by us were provided by third-party credit enhancement providers.
As of December 31, 2024, 25.2% of financing guarantees for the outstanding balance of loans enabled by us were provided by third-party credit enhancement providers.
Net cash generated from operating activities for the year ended December 31, 2022 was RMB4.5 billion, as compared to profit before income tax expenses of RMB13.0 billion for the same period.
Net cash generated from operating activities for the year ended December 31, 2022 was RMB5.0 billion, as compared to profit before income tax expenses of RMB12.0 billion for the same period.
This decrease was primarily due to a decrease of 47.1% in retail credit and enablement service fees from RMB28.6 billion in 2022 to RMB15.1 billion (US$2.1 billion) in 2023 and a decrease of 67.9% in other technology platform-based income from RMB0.6 billion in 2022 to RMB0.2 billion (US$27.0 million) in 2023.
This decrease was primarily due to a decrease of 47.1% in retail credit and enablement service fees from RMB28.6 billion in 2022 to RMB15.1 billion in 2023 and a decrease of 68.9% in other technology platform-based income from RMB0.6 billion in 2022 to RMB0.2 billion in 2023.
To properly control the risk exposure in our consumer finance business, we have prudently managed our guarantee leverage ratio following “Regulations on the Supervision and Administration of Financing Guarantee Companies.” The regulations set forth that the outstanding guarantee liabilities of a financing guarantee company shall not exceed 10 times its net assets, though the upper limit can be raised to 15 times for a financing guarantee company that mainly provides services to small and micro enterprises, the agriculture sector, rural villages and farmers.
Business Overview—How We Enable Our Institutional Partners—Credit Risk Management” for more explanation. 146 Table of Contents To properly control the risk exposure in our consumer finance business, we have prudently managed our guarantee leverage ratio following “Regulations on the Supervision and Administration of Financing Guarantee Companies.” The regulations set forth that the outstanding guarantee liabilities of a financing guarantee company shall not exceed 10 times its net assets, though the upper limit can be raised to 15 times for a financing guarantee company that mainly provides services to small and micro enterprises, the agriculture sector, rural villages and farmers.
The percentage of our total outstanding loans with credit risk exposure for our company increased from 16.6% as of December 31, 2021 to 23.5% as of December 31, 2022 and further to 39.8% as of December 31, 2023, including both loans we guarantee through our financing guarantee subsidiary and loans we make through our consumer finance subsidiary.
The percentage of our total outstanding loans with credit risk exposure for our company increased from 23.5% as of December 31, 2022 to 39.8% as of December 31, 2023 and further to 74.5% as of December 31, 2024, including loans we guarantee through our financing guarantee subsidiary and loans we make through our consumer finance subsidiary and our microloan subsidiary.
In 2023, 38.8% of the new loans we enabled were funded directly by a total of 79 banks, and another 26.6% by trust plans representing an even larger number of diverse partners. In 2023, only one funding source accounted for more than 10% of the funding for our outstanding loans.
In 2024, 29.8% of the new loans we enabled were funded directly by a total of 79 banks, and another 22.5% by trust plans representing an even larger number of diverse partners. In 2024, only one funding source accounted for more than 10% of the funding for our outstanding loans.
As a result, the net carrying value of the loans we enabled plus the interest receivables on those loans amounted to RMB215.0 billion as of December 31, 2021, RMB211.4 billion as of December 31, 2022 and RMB129.7 billion (US$18.3 billion) as of December 31, 2023, which was recorded as loans to customers on our balance sheet.
As a result, the net carrying value of the loans we enabled plus the interest receivables on those loans amounted to RMB211.4 billion as of December 31, 2022, RMB129.7 billion as of December 31, 2023, and RMB111.5 billion (US$15.3 billion) as of December 31, 2024, which was recorded as loans to customers on our balance sheet.
As of December 31, 2021 2022 2023 (months) Estimated Effective Tenor for Off–Balance Sheet Loans General unsecured loans 19.37 19.75 20.46 Secured loans 13.44 14.62 15.50 The table below sets forth the impact of changes in estimated effective tenor on the sum of loan enablement service fees and post-origination service fees of RMB8,631 million expected as of December 31, 2023 to be recognized in the remaining period of the loans when the remaining performance obligations are satisfied.
As of December 31, 2022 2023 2024 (months) Estimated Effective Tenor for Off-Balance Sheet Loans General unsecured loans 19.75 20.46 21.70 Secured loans 14.62 15.50 15.41 The table below sets forth the impact of changes in estimated effective tenor on the sum of loan enablement service fees and post-origination service fees of RMB5,058 million expected as of December 31, 2024 to be recognized in the remaining period of the loans when the remaining performance obligations are satisfied.
China Generally, our subsidiaries and consolidated affiliated entities incorporated in China are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%.
Hong Kong does not impose a withholding tax on dividends. China Generally, our subsidiaries and consolidated affiliated entities incorporated in China are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%.
All of our cash at bank are held by major financial institutions located in China, which we believe are of high credit quality. As of December 31, 2023, there were two banks with which our cash and cash equivalents balance exceeded 10% of our total cash at bank.
All of our cash at bank are held by major financial institutions located in China, which we believe are of high credit quality. As of December 31, 2024, there was one bank with which our cash and cash equivalents balance exceeded 10% of our total cash at bank.
The guarantee leverage ratio of Ping An Puhui Financing Guarantee Co., Ltd, our subsidiary which provides financing guarantee services, was 1.8×, 2.0× and 1.8× as of December 31, 2021, 2022 and 2023, respectively.
The guarantee leverage ratio of Ping An Rongyi (Jiangsu) Financing Guarantee Co., Ltd, our subsidiary which provides financing guarantee services, was 2.0×, 1.8× and 3.3× as of December 31, 2022, 2023 and 2024, respectively.
As we have increased the proportion of the loans we enable for which we provide credit enhancement, guarantee income has accounted an increasing though still relatively low proportion of our total income, from 7.1% in 2021 to 12.7% in 2022 and 12.8% in 2023. Other Income Other income includes account management service fees, penalty fees and other services fees.
As we have increased the proportion of the loans we enable for which we provide credit enhancement, guarantee income has accounted for an increasing though still relatively low proportion of our total income, from 12.8% in 2022 to 12.8% in 2023 and 14.6% in 2024. 153 Table of Contents Other Income Other income includes account management service fees and other services fees.
Operation and Servicing Expenses Our operation and servicing expenses decreased by 4.8% from RMB6.4 billion in 2022 to RMB6.1 billion (US$0.9 billion) in 2023, primarily due to our expense control measures and the decrease in the loan balance, partially offset by the increased resources we invested in collection services.
Operation and Servicing Expenses Our operation and servicing expenses decreased by 10.5% from RMB6.9 billion in 2022 to RMB6.2 billion in 2023, primarily due to our expense control measures and the decrease in the loan balance, partially offset by the increased resources we invested in collection services.
We also earned referral income from platform service for the referral service we provided to bank partners through Lujintong before its cessation of operation in April 2024. Our total income was RMB61.8 billion in 2021, RMB58.1 billion in 2022, and RMB34.3 billion (US$4.8 billion) in 2023.
We also earned referral income from platform service for the referral service we provided to bank partners through Lujintong before its cessation of operation in April 2024. Our total income was RMB57.6 billion in 2022, RMB34.3 billion in 2023, and RMB24.5 billion (US$3.4 billion) in 2024.
The decrease of 47.1% in retail credit and enablement service fees was mainly due to a decrease of 42.9% in post-origination service fees from RMB24.0 billion in 2022 to RMB13.7 billion (US$1.9 billion) in 2023 and a decrease of 71.6% in loan enablement service fees from RMB3.4 billion in 2022 to RMB1.0 billion (US$137.9 million) in 2023, which were primarily due to a decrease in new loan sales and balance of our off-balance sheet loans which are funded by banks and by unconsolidated trust plans, and changes in our business model that resulted in more income being recognized as net interest income and guarantee income, and a decrease of 62.9% in referral income from platform services from RMB1.1 billion in 2022 to RMB0.4 billion (US$60.0 million) in 2023 as a result of the decrease in new loan sales through Lujintong.
The decrease of 47.1% in retail credit and enablement service fees was mainly due to a decrease of 42.9% in post-origination service fees from RMB24.0 billion in 2022 to RMB13.7 billion in 2023 and a decrease of 71.6% in loan enablement service fees from RMB3.4 billion in 2022 to RMB1.0 billion in 2023, which were primarily due to a decrease in new loan sales and balance of our off-balance sheet loans which were funded by banks and by unconsolidated trust plans, and a decrease of 62.9% in referral income from platform services from RMB1.1 billion in 2022 to RMB0.4 billion in 2023 as a result of the decrease in new loan sales through Lujintong.
The difference was primarily due to a decrease in loans to customers and accounts and other receivables of RMB105.9 billion and a decrease in accounts and other payables of RMB96.7 billion.
The difference was primarily due to a decrease in loans to customers and accounts and other receivables of RMB103.9 billion and a decrease in accounts and other payables of RMB97.9 billion.
Meanwhile, the growth in our consumer finance business together with our increased use of consolidated third-party trust plans has led to growing income contribution from net interest income, which we recognize on loans funded by these sources.
Meanwhile, the growth in our consumer finance business together with our increased use of consolidated third-party trust plans has led to growing income contribution from net interest income, which we recognize on loans funded by these sources. The income contribution from net interest income increased from 32.4% in 2022 to 38.2% in 2023 and further to 50.2% in 2024.
The following table sets forth the breakdown of our borrower acquisition costs, both in absolute amounts and percentages of total borrower acquisition costs, for the years indicated: For the Year Ended December 31, 2021 2022 2023 (RMB) (%) (RMB) (%) (RMB) (%) (in millions, except percentages) Direct sales 4,462 44.1 3,814 48.5 2,593 51.6 Channel partners 4,922 48.6 3,555 45.2 2,135 42.4 Online and telemarketing 735 7.3 496 6.3 302 6.0 Total borrower acquisition costs 10,120 100.0 7,865 100.0 5,031 100 145 Table of Contents The borrower acquisition costs are all related to the off–balance sheet loans.
The following table sets forth the breakdown of our borrower acquisition costs, both in absolute amounts and percentages of total borrower acquisition costs, for the years indicated: For the Year Ended December 31, 2022 2023 2024 (restated) (restated) (RMB) (%) (RMB) (%) (RMB) (%) (in millions, except percentages) Direct sales 3,814 48.5 2,593 51.6 1,624 59.2 Channel partners 3,555 45.2 2,135 42.4 982 35.8 Online and telemarketing 496 6.3 302 6.0 139 5.0 Total borrower acquisition expenses 7,865 100.0 5,031 100.0 2,746 100.0 154 Table of Contents The borrower acquisition costs are all related to the off-balance sheet loans.
As of or For the Year Ended December 31, 2021 2022 2023 Number of active borrowers (thousands) 4,906 4,805 3,924 Number of active funding partners 66 81 85 (RMB in billions except where otherwise indicated) Outstanding balance of loans enabled 661.0 576.5 315.4 General unsecured loans 520.1 423.8 207.9 Secured loans 129.3 123.1 70.4 Consumer finance loans 11.6 29.7 37.1 Percentage with risk exposure for our company 16.6 % 23.5 % 39.8 % Off–balance sheet 446.3 360.4 180.1 Without credit risk exposure 381.5 291.9 125.2 With credit risk exposure 64.7 68.6 54.9 On–balance sheet 214.8 216.1 135.3 Without credit risk exposure 169.6 149.2 64.6 With credit risk exposure 45.1 66.9 70.7 Volume of new loans enabled 648.4 495.4 208.0 Off–balance sheet 414.2 279.5 81.5 Without credit risk exposure 341.7 219.8 42.9 With credit risk exposure 72.5 59.7 38.6 On–balance sheet 234.2 215.8 126.5 Without credit risk exposure 175.0 125.3 35.3 With credit risk exposure 59.2 90.6 91.2 Financing guarantee subsidiary leverage ratio (×) (1) 1.8 × 2.0 × 1.8 × Net assets of financing guarantee subsidiary 47.4 47.9 44.6 Net assets of Lufax Holding (consolidated) 94.6 94.8 93.7 30 day+ delinquency rate (2) (%) 2.2 % 4.6 % 6.9 % 90 day+ delinquency rate (2) (%) 1.2 % 2.6 % 4.1 % Cost-to-income ratio (3) (%) 48.8 % 46.3 % 57.4 Credit impairment losses 6.6 16.6 12.7 Notes : (1) Calculated in accordance with “Supervision and Administration of Financing Guarantee Companies.” The leverage ratio of the financing guarantee subsidiary is calculated as the outstanding guarantee liabilities of the financing guarantee company divided by its net assets.
As of or For the Year Ended December 31, 2022 2023 2024 Number of active borrowers (thousands) 4,805 3,924 5,038 Number of active funding partners 81 85 85 (RMB in billions except where otherwise indicated) Outstanding balance of loans enabled 576.5 315.4 216.9 General unsecured loans 423.8 207.9 124.8 Secured loans 123.1 70.4 42.0 Consumer finance loans 29.7 37.1 50.1 Percentage with risk exposure for our company 23.5 % 39.8 % 74.5 % Off-balance sheet 360.4 180.1 102.5 Without credit risk exposure 291.9 125.2 34.4 With credit risk exposure 68.5 54.9 68.0 On-balance sheet 216.1 135.3 114.4 Without credit risk exposure 149.2 64.6 20.9 With credit risk exposure 66.9 70.7 93.5 Volume of new loans enabled 495.4 208.0 213.1 Off-balance sheet 279.5 81.5 65.8 Without credit risk exposure 219.8 42.9 0.4 With credit risk exposure 59.7 38.6 65.4 On-balance sheet 215.8 126.5 147.4 Without credit risk exposure 125.3 35.3 14.5 With credit risk exposure 90.6 91.2 132.9 Financing guarantee subsidiary leverage ratio (×) (1) 2.0 × 1.8 × 3.3 × Net assets of financing guarantee subsidiary 47.9 44.6 32.9 Net assets of Lufax Holding (consolidated) 93.7 92.5 83.6 30 day+ delinquency rate (2) (%) 4.6 % 6.9 % 4.8 % 90 day+ delinquency rate (2) (%) 2.6 % 4.1 % 2.9 % Cost-to-income ratio (3) (%) 47.7 % 57.9 % 55.7 % Credit impairment losses 16.5 12.7 12.6 Notes: (1) Calculated in accordance with “Supervision and Administration of Financing Guarantee Companies.” The leverage ratio of the financing guarantee subsidiary is calculated as the outstanding guarantee liabilities of the financing guarantee company divided by its net assets.
In addition, the evolution of our business model has led to changes in the structure of our total income. The income contribution from guarantee income increased from 7.1% in 2021 to 12.7% in 2022 and 12.8% in 2023.
In addition, the evolution of our business model has led to changes in the structure of our total income. The income contribution from guarantee income increased from 12.8% in 2022 to 12.8% in 2023 and further to 14.6% in 2024.
We are subject to value added tax at rates of 3% or 6% on the services we provide to borrowers and investors, less any deductible value added tax we have already paid or borne.
We are subject to value added tax at rates of 3% or 6% on the services we provide to borrowers and investors, less any deductible value added tax we have already paid or borne. We are also subject to surcharges on value added tax payments in accordance with PRC law.
Referral Expenses From Platform Service Our referral expenses from platform service decreased by 53.5% from RMB936.6 million in 2022 to RMB435.1 million (US$61.3 million) in 2023. This decrease was primarily due to the decrease in new loan sales through Lujintong.
This decrease was primarily due to the decrease in staff costs for sales and marketing personnel. Referral Expenses From Platform Service Our referral expenses from platform service decreased by 53.5% from RMB936.6 million in 2022 to RMB435.1 million in 2023. This decrease was primarily due to the decrease in new loan sales through Lujintong.
We assess various options for the deployment of surplus capital or surplus funds, including investment in financial assets, acquisitions or dividend payouts to shareholders. As of December 31, 2023, we had RMB39.6 billion (US$5.6 billion) in cash at bank, of which 98.8% was held in Renminbi.
We assess various options for the deployment of surplus capital or surplus funds, including investment in financial assets, acquisitions or dividend payouts to shareholders. As of December 31, 2024, we had RMB29.9 billion (US$4.1 billion) in cash at bank, of which 96.6% was held in Renminbi.
The difference was primarily due to a decrease in loans to customers and accounts and other receivables of RMB10.4 billion and a decrease in accounts and other payables of RMB24.1 billion.
The difference was primarily due to a decrease in loans to customers and accounts and other receivables of RMB17.9 billion and a decrease in accounts and other payables of RMB22.1 billion.
The following table sets forth the breakdown of our sales and marketing expenses, both in absolute amounts and as percentages of our total sales and marketing expenses, for the years indicated: For the Year Ended December 31, 2021 2022 2023 (RMB) (%) (RMB) (%) (RMB) (%) (in millions, except percentages) Borrower acquisition expenses 10,120 56.2 7,865 49.9 5,031 51.0 Investor acquisition and retention expenses 677 3.8 301 1.9 24 0.2 General sales and marketing expenses 6,637 36.9 6,654 42.2 4,377 44.4 Referral expenses from platform service 559 3.1 937 5.9 435 4.4 Total sales and marketing expenses 17,993 100.0 15,757 100.0 9,867 100.0 General and Administrative Expenses General and administrative expenses consist primarily of employee benefit expenses and office rentals that are not included in sales and marketing, operation and servicing, or technology and analytics expenses, tax surcharges, consulting service fees, business entertainment costs and other expenses.
The following table sets forth the breakdown of our sales and marketing expenses, both in absolute amounts and as percentages of our total sales and marketing expenses, for the years indicated: For the Year Ended December 31, 2022 2023 2024 (restated) (restated) (RMB) (%) (RMB) (%) (RMB) (%) (in millions, except percentages) Borrower acquisition expenses 7,865 49.9 5,031 50.9 2,746 50.8 Investor acquisition and retention expenses 301 1.9 24 0.2 35 0.6 General sales and marketing expenses 6,662 42.3 4,399 44.5 2,626 48.6 Referral expenses from platform service 937 5.9 435 4.4 Total sales and marketing expenses 15,765 100.0 9,889 100.0 5,406 100.0 General and Administrative Expenses General and administrative expenses consist primarily of employee benefit expenses and office rentals that are not included in sales and marketing, operation and servicing, or technology and analytics expenses, tax surcharges, consulting service fees, business entertainment costs and other expenses.
In addition to our core retail credit and enablement model, we earn other technology platform–based income for service fees generated from distribution of financial institutions’ products, net interest income for loans made by our consumer finance subsidiary, and other income from account management service fees, penalty fees and other services fees.
In addition to our core retail credit and enablement and consumer finance business, we earn other technology platform-based income for service fees generated from distribution of financial institutions’ products, and other income from account management service fee and other services fees.
We are also subject to surcharges on value added tax payments in accordance with PRC law. 147 Table of Contents Dividends paid by our wholly foreign-owned subsidiary in China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the Hong Kong entity satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Capital and receives approval from the relevant tax authority.
Dividends paid by our wholly foreign-owned subsidiary in China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the Hong Kong entity satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Capital.
However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.
However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future.
Operation and Servicing Expenses Operation and servicing expenses consist primarily of (i) platform operation expenses, which mainly represent the expenses to external payment networks and partner banks for processing transactions, (ii) loan servicing expenses that are associated with enabling and servicing loans, which mainly represent the expenses related to credit assessment, customer and system support, payment processing services and collection, (iii) the cost of operating consolidated trust plans and (iv) salaries and benefits for personnel associated operation and servicing.
Operation and Servicing Expenses Operation and servicing expenses consist primarily of (i) platform operation expenses, which mainly represent the expenses to external payment networks and partner banks for processing transactions, (ii) loan servicing expenses that are associated with enabling and servicing loans, which mainly represent the expenses related to credit assessment, customer and system support, payment processing services and collection, (iii) the cost of operating consolidated trust plans and (iv) salaries and benefits for personnel associated operation and servicing. 155 Table of Contents Technology and Analytics Expenses Technology and analytics expenses consist primarily of the expenses with respect to research and development expenses and maintenance expenses related to our technology systems, technology service fees, as well as depreciation and salaries and benefits for IT personnel.
Investor Acquisition and Retention Expenses Our investor acquisition and retention expenses decreased by 92.0% from RMB301.1 million in 2022 to RMB24.0 million (US$3.4 million) in 2023. This decrease was primarily due to the decreased transaction volume.
Investor Acquisition and Retention Expenses Our investor acquisition and retention expenses decreased by 92.0% from RMB301.1 million in 2022 to RMB24.0 million in 2023. This decrease was primarily due to the decreased transaction volume. General Sales and Marketing Expenses Our general sales and marketing expenses decreased by 34.0% from RMB6.7 billion in 2022 to RMB4.4 billion in 2023.
As of December 31, 2021 2022 2023 (RMB) (RMB) (RMB) (US$) (in millions) Financing guarantee commitments 64,731 68,503 54,903 7,733 Aside from the above, we have not entered into any financing guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties.
As of December 31, 2022 2023 2024 (restated) (restated) (RMB) (RMB) (RMB) (US$) (in millions) Financing guarantee commitments 68,503 54,903 68,017 9,318 165 Table of Contents Aside from the above, we have not entered into any financing guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties.
Our fixed costs as a percentage of our total income declined from 9.1% in 2021 to 8.1% in 2022 and then increased to 10.8% in 2023. Regulatory Environment in China The regulatory environment for retail credit enablement in China is developing and evolving, creating both challenges and opportunities that could affect our financial performance.
Our fixed costs as a percentage of our total income increased from 8.3% in 2022 to 11.0% in 2023, and further increased to 13.1% in 2024. 148 Table of Contents Regulatory Environment in China The regulatory environment for retail credit enablement in China is developing and evolving, creating both challenges and opportunities that could affect our financial performance.
Our mature collection framework and data collected from these efforts also represent an integral part of our value propositions, enhancing our relationship with our funding partners. 139 Table of Contents Operational Efficiency Our operational efficiency and cost structure have a large impact on the results of our business.
Our mature collection framework and data collected from these efforts also represent an integral part of our value propositions, enhancing our relationship with our funding partners. Operational Efficiency Our operational efficiency and cost structure have a large impact on the results of our business. Our variable costs are primarily comprised of sales and marketing expenses and operation and servicing expenses.
Sales and Marketing Expenses Our sales and marketing expenses decreased by 37.4% from RMB15.8 billion in 2022 to RMB9.9 billion (US$1.4 billion) in 2023. Borrower Acquisition Expenses Our borrower acquisition expenses decreased by 36.0% from RMB7.9 billion in 2022 to RMB5.0 billion (US$0.7 billion) in 2023.
Sales and Marketing Expenses Our sales and marketing expenses decreased by 37.3% from RMB15.8 billion in 2022 to RMB9.9 billion in 2023. 161 Table of Contents Borrower Acquisition Expenses Our borrower acquisition expenses decreased by 36.0% from RMB7.9 billion in 2022 to RMB5.0 billion in 2023.
Net cash used in investing activities for 2023 was RMB5.9 billion (US$0.8 billion), primarily as a result of payment for acquisition of investment assets of RMB73.9 billion, partially offset by proceeds from sale of investment assets of RMB67.0 billion and interest received on investment assets of RMB1.0 billion.
Net cash used in investing activities for 2023 was RMB3.5 billion, primarily as a result of payment for acquisition of investment assets of RMB71.6 billion, partially offset by proceeds from sale of investment assets of RMB67.3 billion and interest received on investment assets of RMB0.8 billion.
The following table sets forth the breakdown of our technology platform–based income for the years indicated: For the Year Ended December 31, 2021 2022 2023 (RMB) (%) (RMB) (%) (RMB) (%) (in millions, except percentages) Retail credit and enablement service fees Loan enablement service fees 5,676 14.8 3,446 11.8 979 6.4 Post-origination service fees 30,411 79.4 24,028 82.2 13,729 89.6 Referral income from platform services 706 1.8 1,147 3.9 426 2.8 Retail credit and enablement service fees 36,793 96.1 28,621 98.0 15,134 98.7 Other technology platform–based income 1,501 3.9 597 2.0 192 1.3 Total technology platform–based income 38,294 100.0 29,218 100.0 15,326 100.0 142 Table of Contents We do not provide loan enablement services or post-origination services on a standalone basis.
The following table sets forth the breakdown of our technology platform-based income for the years indicated: For the Year Ended December 31, 2022 2023 2024 (RMB) (%) (RMB) (%) (RMB) (%) (restated) (restated) (in millions, except percentages) Retail credit and enablement service fees Loan enablement service fees 3,446 11.8 979 6.4 1,572 19.3 Post-origination service fees 24,028 82.2 13,729 89.6 6,481 79.4 Referral income from platform service 1,147 3.9 426 2.8 14 0.2 Retail credit and enablement service fees 28,621 98.0 15,134 98.8 8,066 98.8 Other technology platform-based income 593 2.0 185 1.2 95 1.2 Total technology platform-based income 29,215 100.0 15,319 100.0 8,161 100.0 151 Table of Contents We do not provide loan enablement services or post-origination services on a standalone basis.
Net cash generated from operating activities for the year ended December 31, 2021 was RMB5.0 billion, as compared to profit before income tax expenses of RMB23.4 billion for the same period.
Net cash generated from operating activities for the year ended December 31, 2023 was RMB12.7 billion, as compared to profit before income tax expenses of RMB1.6 billion for the same period.
We had cash generated from operating activities of RMB5.0 billion, RMB4.5 billion and RMB15.0 billion (US$2.1 billion) in the year ended December 31, 2021, 2022 and 2023, respectively.
We had cash generated from operating activities of RMB5.0 billion, RMB12.7 billion and RMB1.8 billion (US$0.2 billion) in the year ended December 31, 2022, 2023 and 2024, respectively.
In utilizing the proceeds that we received from our initial public offering or that we may receive from other securities offerings outside of the PRC, we may make additional capital contributions to our PRC subsidiaries, establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, make loans to our PRC subsidiaries, acquire onshore entities, or acquire offshore entities with business operations in China in offshore transactions.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 163 Table of Contents In utilizing the proceeds that we received from our initial public offering or that we may receive from other securities offerings outside of the PRC, we may make additional capital contributions to our PRC subsidiaries, establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, make loans to our PRC subsidiaries, acquire onshore entities, or acquire offshore entities with business operations in China in offshore transactions.
We also received RMB1.5 billion in interest on investment assets. Financing Activities We generally seek longer term domestic financing activities and implement early repayment or minimizing foreign exchange risk as our strategy for overseas financing activities.
Financing Activities We generally seek longer term domestic financing activities and implement early repayment or minimizing foreign exchange risk as our strategy for overseas financing activities.
General and Administrative Expenses Our general and administrative expenses decreased by 18.6% from RMB2.8 billion in 2022 to RMB2.3 billion (US$0.3 billion) in 2023. This decrease was primarily due to our expense control measures and the decrease in taxes and surcharges.
General and Administrative Expenses Our general and administrative expenses decreased by 18.5% from RMB2.9 billion in 2022 to RMB2.4 billion in 2023. This decrease was primarily due to our expense control measures and the decrease in taxes and surcharges in connection with a decrease in revenue.
Amount Percentage (RMB in millions) (%) Expected period of recognition 2024 5,614 65.1 2025 1,924 22.3 2026 812 9.4 2027 280 3.2 2028 0 0.0 Total 8,631 100.0 When predicting the repayment behavior of borrowers and effective tenor of loans, historical early repayment data is the key indicator of future trends.
Amount Percentage (RMB in millions) (%) Expected period of recognition 2025 2,690 53.2 2026 1,567 31.0 2027 800 15.8 2028 0 0 Total 5,058 100.0 When predicting the repayment behavior of borrowers and effective tenor of loans, historical early repayment data is the key indicator of future trends.
General unsecured loans Secured loans Total (RMB millions) Change in estimated effective tenor –1 month 188 45 233 +1 month 194 47 240 143 Table of Contents Net Interest Income Net interest income consists of net interest income from consolidated trusts, microloans and consumer finance loans.
General unsecured loans Secured loans Total (RMB millions) Change in estimated effective tenor -1 month 115 22 137 +1 month 116 23 139 152 Table of Contents Net Interest Income Net interest income consists of net interest income from consolidated trusts, microloans and consumer finance loans.
In addition to these changes in our working capital accounts, the difference between our net cash generated from operating activities and our profit before income tax expenses was also due to the impact of certain other items, in particular unrealized credit impairment losses of RMB12.0 billion, finance cost classified as financing activities of RMB2.5 billion and foreign exchange losses of RMB0.9 billion, partially offset by investment income classified as investing activities of RMB1.5 billion.
In addition to these changes in our working capital accounts, the difference between our net cash generated from operating activities and our profit before income tax expenses was also due to the impact of certain other items, in particular unrealized credit impairment losses of RMB11.9 billion, finance cost classified as financing activities of RMB2.5 billion and foreign exchange losses of RMB0.9 billion, partially offset by investment income classified as investing activities of RMB0.6 billion. 164 Table of Contents Investing Activities We prudently manage our investment allocation to ensure that we have investments readily convertible into cash from time to time in the event that there is a need for liquidity.
In each case, our operating net profit would also consider various operating expenses as well as credit impairment losses, to the extent that they would be attributable to the operation of our core retail credit and enablement model.
In each case, our operating net profit would also consider various operating expenses as well as credit impairment losses, to the extent that they would be attributable to the operation of our core retail credit and enablement model. 145 Table of Contents Under our consumer finance business model, we generate net interest income from loans originated by our consumer finance subsidiary.
Our total balance of retail credit enabled reached RMB315.4 billion as of the same date. 136 Table of Contents Under our core retail credit and enablement model, the borrower is charged fees for the loan that include interest for the lender, guarantee or insurance fees for the guarantor or insurer and enablement service fees for the enabler.
Under our core retail credit and enablement model, the borrower is charged fees for the loan that include interest for the lender, guarantee or insurance fees for the guarantor or insurer and enablement service fees for the enabler.
Interest income from consolidated trust plans decreased by 42.9% from RMB25.9 billion in 2022 to RMB14.8 billion (US$2.1 billion) in 2023, and interest expenses decreased by 34.2% from RMB10.2 billion in 2022 to RMB6.7 billion (US$0.9 billion) in 2023, in both cases primarily due to the decrease in our average balance of loans originated by consolidated trust plans from RMB194.3 billion in 2022 to RMB142.3 billion (US$20.0 billion) in 2023.
Interest income from consolidated trust plans decreased by 39.7% from RMB25.6 billion in 2022 to RMB15.4 billion in 2023, and interest expenses decreased by 35.5% from RMB10.2 billion in 2022 to RMB6.6 billion in 2023, in both cases primarily due to the decrease in our average balance of loans originated by consolidated trust plans.

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Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeName Ordinary Shares Underlying Outstanding Options Granted Exercise Price for Options (Per Ordinary Share in RMB) Date of Grant Vesting Period Date of Expiration Yong Suk Cho * 98.06 118.0 April 8, 2016 and December 29, 2017 4 years April 8, 2026 and December 29, 2027 Gregory Dean Gibb * 8.0 98.06 December 22, 2014 to April 1, 2017 4 years December 22, 2024 to April 1, 2027 Dongqi Chen * 98.06 August 1, 2016 4 years August 1, 2026 Youn Jeong Lim * 98.06 August 1, 2016 4 years August 1, 2026 Jinliang Mao * 50.0 118.00 August 14, 2015 to December 29, 2017 4 years August 14, 2025 to December 29, 2027 * Less than 1% of our total outstanding shares. 163 Table of Contents The following table summarizes, as of March 31, 2024, the number of ordinary shares underlying outstanding performance share units that we granted to our directors and executive officers pursuant to the 2019 Plan.
Biggest changeName Ordinary Shares Underlying Outstanding Options Granted Exercise Price for Options (Per Ordinary Share in RMB) Date of Grant Vesting Period Date of Expiration Yong Suk Cho * 98.06 118.0 April 8, 2016 and December 29, 2017 4 years April 8, 2026 and December 29, 2027 Tongzhuan Xi Dongqi Chen * 98.06 August 1, 2016 4 years August 1, 2026 Jinliang Mao * 98.06 118.0 May 1, 2016 to December 29, 2017 4 years May 1, 2026 to December 29, 2027 Xiang Ji Jianbo Cheng Tao Wu * Less than 1% of our total outstanding shares. 171 Table of Contents Amended and Restated 2019 Performance Share Unit Plan We adopted the 2019 Performance Share Unit Plan in September 2019.
Mr. Yang has been a partner at Zhongtianyun Certified Public Accountants (Special General Partnership) since January 2020. Mr. Yang obtained his master’s degree in accounting from Jinan University in June 1993. Mr. Yang is a certified public accountant since January 1995 and is currently a certified tax agent in the PRC. Mr.
Mr. Yang has been a partner at Zhongtianyun Certified Public Accountants (Special General Partnership) since January 2020. Mr. Yang obtained his master’s degree in accounting from Jinan University in June 1993. Mr. Yang has been a certified public accountant since January 1995 and is currently a certified tax agent in the PRC. Mr.
Shareholders’ approval is necessary for any change to (i) the material terms of the 2014 Plan, (ii) the terms of the 2019 Plan relating to the matters set out in Rule 17.03 of the Hong Kong Listing Rules to the advantage of the participants, or (iii) the authority of our board of directors or the administrator to amend the terms of the 2019 Plan.
Shareholders’ approval is necessary for any change to (i) the material terms of the 2019 Plan, (ii) the terms of the 2019 Plan relating to the matters set out in Rule 17.03 of the Hong Kong Listing Rules to the advantage of the participants, or (iii) the authority of our board of directors or the administrator to amend the terms of the 2019 Plan.
The audit committee is responsible for, among other things: selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm, subject to shareholders’ approval regarding the appointment, removal and remuneration of the independent auditors pursuant to the Hong Kong Listing Rules; 164 Table of Contents reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; discussing the annual audited financial statements with management and the independent registered public accounting firm; reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; annually reviewing and reassessing the adequacy of our audit committee charter; meeting separately and periodically with management and the independent registered public accounting firm; and reporting regularly to the board.
The audit committee is responsible for, among other things: selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm, subject to shareholders’ approval regarding the appointment, removal and remuneration of the independent auditors pursuant to the Hong Kong Listing Rules; reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; discussing the annual audited financial statements with management and the independent registered public accounting firm; reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; annually reviewing and reassessing the adequacy of our audit committee charter; meeting separately and periodically with management and the independent registered public accounting firm; and reporting regularly to the board.
The nomination and remuneration committee is responsible for, among other things: recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; reviewing annually with the board the current structure, size and composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us; selecting and recommending to the board the names of directors to serve as members of the audit committee, as well as of the nomination and remuneration committee itself; monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; reviewing the total compensation package for our executive officers and making recommendations to the board with respect to it; reviewing the compensation of our non-employee directors and making recommendations to the board with respect to it; and periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.
The nomination and remuneration committee is responsible for, among other things: recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; reviewing annually with the board the current structure, size and composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us; selecting and recommending to the board the names of directors to serve as members of the audit committee, as well as of the nomination and remuneration committee itself; monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; reviewing the total compensation package for our executive officers and making recommendations to the board with respect to it; 174 Table of Contents reviewing the compensation of our non-employee directors and making recommendations to the board with respect to it; and periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.
We also purchase commercial health and accident insurance coverage for our employees. In 2021, 2022 and 2023, we complied with all material aspects of these requirements and were not subject to any material administrative fines or penalties. To date, we have not experienced any labor strikes or other material labor disputes that have affected our operations.
We also purchase commercial health and accident insurance coverage for our employees. In 2022, 2023 and 2024, we complied with all material aspects of these requirements and were not subject to any material administrative fines or penalties. To date, we have not experienced any labor strikes or other material labor disputes that have affected our operations.
We may also terminate a senior executive officer’s employment without cause upon 60-day advance written notice, and a senior executive officer may terminate his/her employment agreement voluntarily at any time with a 60-day advance written notice. The employment agreements also contain confidentiality, non-disclosure, assignment of intellectual property, non-competition, non-solicitation and non-interference provisions.
We may also terminate a senior executive officer’s employment without cause upon 30-day advance written notice, and a senior executive officer may terminate his/her employment agreement voluntarily at any time with a 30-day advance written notice. The employment agreements also contain confidentiality, non-disclosure, assignment of intellectual property, non-competition, non-solicitation and non-interference provisions.
Li obtained his bachelor’s degree in mathematics from Yangzhou Normal College (consolidated into and currently known as Yangzhou University) in July 1983, master’s degree in monetary banking from Nankai University in June 1987, MBA degree from Laval University in May 1991, and Ph.D. degree in statistics from the University of Waterloo in October 1995. Mr.
Li obtained his bachelor’s degree in mathematics from Yangzhou Normal College (consolidated into and currently known as Yangzhou University) in July 1983, master’s degree in monetary banking from Nankai University in June 1987, MBA degree from Laval University in May 1991, and Ph.D. degree in statistics from the University of Waterloo in October 1995. Ms.
Unless approved by our shareholders, the total number of ordinary shares issued and to be issued by our company upon the vesting or exercise of all performance share units and/or awards granted and to be granted under the 2019 Plan and other share incentive plans of our company to each eligible participant (excluding any lapsed awards) in any 12-month period cannot exceed 1% of the total number of issued and outstanding ordinary shares of our company.
Unless approved by our shareholders, the total number of ordinary shares issued and to be issued by our company upon the vesting or exercise of all performance share units and/or awards granted and to be granted under the 2019 Plan and other share incentive plans of our company to each eligible participant (excluding any lapsed awards) in any 12-month period cannot exceed 1% of the total number of issued and outstanding ordinary shares of our company. 172 Table of Contents Lapse of performance share units .
Except as described elsewhere herein, we are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Except as described elsewhere herein, we are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. 179 Table of Contents F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Amendment and termination . Unless otherwise permitted by the 2014 Plan or applicable rules, our board of directors has discretionary authority to amend the 2014 Plan.
Amendment and termination . Unless otherwise permitted by the 2019 Plan or applicable rules, our board of directors has discretionary authority to amend the 2019 Plan.
As of March 31, 2024, none of our ordinary shares are held by any record holder in the United States. It is likely that we have a large number of beneficial owners of our ADSs in the United States.
As of December 31, 2025, none of our ordinary shares are held by any record holder in the United States. It is likely that we have a large number of beneficial owners of our ADSs in the United States.
Lapse of options . Options remain valid for ten years from the grant date and lapse automatically at the term’s end unless exercised or already lapsed. Transfer restriction . Unless otherwise permitted by applicable law and agreed upon by our board of directors, options may not be transferred, pledged or otherwise disposed of in any manner by the participants.
Performance share units remain valid for ten years from the grant date and lapse automatically at the term’s end unless vested or already lapsed. Transfer restriction . Unless otherwise permitted by applicable law and agreed upon by our board of directors, performance share units may not be transferred, pledged or otherwise disposed of in any manner by the participants.
Committees of the Board of Directors We have established an audit committee and a nomination and remuneration committee under the board of directors. We have adopted a charter for each of the two committees. Each committee’s members and functions are described below. Audit Committee . Our audit committee consists of Mr. Rusheng Yang, Mr. Xudong Zhang and Mr.
Committees of the Board of Directors We have established an audit committee and a nomination and remuneration committee under the board of directors. We have adopted a charter for each of the two committees. Each committee’s members and functions are described below. 173 Table of Contents Audit Committee . Our audit committee consists of Mr. Rusheng Yang, Mr.
Wenjun Wang, as nominee shareholders to hold the shares of Tongjun Investment Company Limited on behalf of the beneficiaries, who are senior employees of Ping An Insurance and its subsidiaries or associates. Mr. Wenwei Dou is a senior attorney of Ping An Insurance.
Tongjun Investment Company Limited is a company directly held by two individuals, Mr. Wenwei Dou and Ms. Wenjun Wang, as nominee shareholders to hold the shares of Tongjun Investment Company Limited on behalf of the beneficiaries, who are senior employees of Ping An Insurance and its subsidiaries or associates. Mr. Wenwei Dou is a senior attorney of Ping An Insurance.
Xie graduated from Nanjing University with a Ph.D. in Corporate Management and a Master of Science degree. Ms. Xin Fu has been a director of our company since November 2022. Currently, she has been serving as the senior vice president of Ping An Group since August 2023.
Xie graduated from Nanjing University with a Ph.D. in Corporate Management and a Master of Science degree. Ms. Fu Xin has been a director of the Company since November 2022. Currently, she has been serving as an executive director, a senior vice president and the chief financial officer (financial director) of Ping An Group.
He joined Ping An in April 1993 and has since then held various positions relating to information management within Ping An Group. Mr. Mao obtained his bachelor’s degree in engineering from National University of Defense Technology in July 1988 and master’s degree in engineering from National University of Defense Technology in June 1991. 160 Table of Contents B.
Mao has extensive experience in internet technology. He joined Ping An in April 1993 and has since then held various positions relating to information management within Ping An Group. Mr. Mao obtained his bachelor’s degree in engineering from National University of Defense Technology in July 1988 and master’s degree in engineering from National University of Defense Technology in June 1991.
We refer to the aforementioned convertible promissory notes issued to Ping An Insurance Overseas (Holdings) Limited and An Ke Technology Company Limited as the Ping An Convertible Promissory Notes in this annual report. 169 Table of Contents In December 2022, China Ping An Insurance Overseas (Holdings) Limited, An Ke Technology Company Limited and our company entered into an amendment and supplemental agreement to amend the terms of the Ping An Convertible Promissory Notes, pursuant to which (i) the parties agreed to extend the maturity date from October 8, 2023 to October 8, 2026 and the commencement date of the conversion period from April 30, 2023 to April 30, 2026 for the remaining 50% outstanding Ping An Convertible Promissory Notes, and (ii) 50% of the outstanding principal amount of the Ping An Convertible Promissory Notes shall be deemed redeemed from the effective date of the amendment and supplemental agreement.
In December 2022, China Ping An Insurance Overseas (Holdings) Limited, An Ke Technology Company Limited and our company entered into an amendment and supplemental agreement to amend the terms of the Ping An Convertible Promissory Notes, pursuant to which (i) the parties agreed to extend the maturity date from October 8, 2023 to October 8, 2026 and the commencement date of the conversion period from April 30, 2023 to April 30, 2026 for the remaining 50% outstanding Ping An Convertible Promissory Notes, and (ii) 50% of the outstanding principal amount of the Ping An Convertible Promissory Notes shall be deemed redeemed from the effective date of the amendment and supplemental agreement.
Rusheng Yang qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
We have determined that Mr. Rusheng Yang qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
Our directors are not subject to a term of office and hold office until such time as they resign or are removed from office by ordinary resolution of the shareholders.
Terms of Directors and Officers Our officers are appointed by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until such time as they resign or are removed from office by ordinary resolution of the shareholders.
Mr. Cho has extensive experience in the consumer finance industry. Mr. Cho served as the vice president of portfolio management team of Citibank Korea from July 1999 to March 2006, and senior vice president of marketing department of the Hongkong and Shanghai Banking Corporation Limited, Seoul Branch from April 2006 to October 2007. Mr.
Cho served as the vice president of portfolio management team of Citibank Korea and Thailand Inc. from July 1999 to March 2006, and senior vice president of marketing department of the Hongkong and Shanghai Banking Corporation Limited, Seoul Branch from April 2006 to October 2007. Mr.
Dongqi Chen has been the general manager of our company since August 2022. He currently also serves as chairman of Ping An Consumer Finance Co., Ltd. Mr. Chen has over 25 years of experience in sales management and the financial industry. Prior to his current positions, Mr.
He currently also serves as chairman of Ping An Consumer Finance Co., Ltd. Mr. Chen has over 25 years of experience in sales management and the financial industry. Prior to his current positions, Mr.
Xie is currently an executive director, the president and co-CEO of Ping An Insurance (a company whose shares are dually listed on the Shanghai Stock Exchange (stock code: 601318) and the Hong Kong Stock Exchange (stock code: 2318) and one of the controlling shareholders of our company) and the chairman of Ping An Bank (a company whose shares are listed on the Shenzhen Stock Exchange (stock code: 000001)).
Xie is currently an executive director, the president and co-CEO of Ping An Insurance (Group) Company of China Ltd. (a company whose shares are dually listed on the Shanghai Stock Exchange (stock code: 601318) and the Stock Exchange (stock code: 2318) and the controlling shareholder of our company) and the chairman of Ping An Bank Co., Ltd.
David Xianglin Li, and is chaired by Mr. Rusheng Yang. Each of Mr. Yang, Mr. Zhang and Mr. Li satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the NYSE and meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr.
David Xianglin Li and Ms. Wai Ping Tina Lee, and is chaired by Mr. Rusheng Yang. Each of Mr. Rusheng Yang, Mr. David Xianglin Li and Ms. Wai Ping Tina Lee satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the NYSE and meet the independence standards under Rule 10A-3 under the Exchange Act.
Mr. Xie joined Ping An Insurance in 1994 and has been serving as a director of Ping An Insurance since April 2020. He was the deputy director of Ping An Insurance’s Strategic Development & Reform Center from June 2005 to March 2006.
(a company whose shares are listed on the Shenzhen Stock Exchange (stock code: 000001)). Mr. Xie joined Ping An Insurance in 1994 and has been serving as a director of Ping An Insurance since April 2020. He was the deputy director of Ping An Insurance’s Strategic Development & Reform Center from June 2005 to March 2006.
Share Incentive Plans Amended and Restated Phase I Share Incentive Plan We adopted the Phase I Share Incentive Plan in December 2014 and the Phase II Share Incentive Plan in August 2015. These plans were amended and restated from time to time. In April 2023, we terminated the Phase II Share Incentive Plan.
Share Incentive Plans Amended and Restated Phase I Share Incentive Plan We adopted the Phase I Share Incentive Plan in December 2014 and the Phase II Share Incentive Plan in August 2015. In April 2023, the Phase II Share Incentive Plan was terminated, and the Phase I Share Incentive Plan was further amended and restated.
In October 2015, in connection with our acquisition of the retail credit and enablement business from Ping An Insurance, we issued convertible promissory notes in an aggregate principal amount of US$1,953,800,000 to China Ping An Insurance Overseas (Holdings) Limited.
None of the five members is a director or senior management of Ping An Insurance, or a director, senior management or employee of our company. 178 Table of Contents In October 2015, in connection with our acquisition of the retail credit and enablement business from Ping An Insurance, we issued convertible promissory notes in an aggregate principal amount of US$1,953,800,000 to China Ping An Insurance Overseas (Holdings) Limited.
The registered address of Tun Kung Company Limited, Tongjun Investment Company Limited and Lanbang Investment Company Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands. 168 Table of Contents Tongjun Investment Company Limited is a company directly held by two individuals, Mr. Wenwei Dou and Ms.
Tongjun Investment Company Limited is a British Virgin Islands company. Each of the two individuals, Mr. Wenwei Dou and Ms. Wenjun Wang, owns 50% of Tongjun Investment Company Limited’s shares. The registered address of Tun Kung Company Limited and Tongjun Investment Company Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands.
The following table summarizes, as of March 31, 2024, the number of ordinary shares underlying outstanding options that we granted to our directors and executive officers pursuant to the 2014 Plan.
The following table summarizes, as of December 31, 2025, the number of ordinary shares underlying outstanding performance share units that we granted to our directors and executive officers pursuant to the 2019 Plan.
Yang currently is a partner at Jonten Certified Public Accountants and an independent non-executive director of IPE Group Limited, a company listed on the Hong Kong Stock Exchange (stock code: 929), since June 2017. Mr. Yang has over 20 years of experience in the finance, audit and tax industries. Mr.
Rusheng Yang , has been an independent director of the Company since July 2020. He currently serves as chairman of the Audit Committee. Mr. Yang currently is a partner at Jonten Certified Public Accountants and an independent non-executive director of IPE Group Limited, a company listed on the Hong Kong Stock Exchange (stock code: 929), since June 2017. Mr.
Fu worked in Roland Berger Enterprise Management (Shanghai) Co., Ltd from August 2015 to October 2017, where she had years of experience in planning and implementing finance and fintech related projects. Ms.
Fu worked in Roland Berger Enterprise Management (Shanghai) Co., Ltd from August 2015 to October 2017, where she had years of experience in planning and implementing finance and fintech related projects. Ms. Fu obtained a master’s degree in business administration from Shanghai Jiao Tong University in June 2012. 168 Table of Contents Mr.
We have amended and restated the 2019 Plan from time to time, most recently in April 2023, when we further amended and restated it to ensure that it complies with Chapter 17 of the Hong Kong Listing Rules. The maximum aggregate number of shares authorized and reserved under the 2019 Plan is 15,000,000 ordinary shares.
We refer to this plan as the 2019 Plan in this annual report. We have amended and restated the 2019 Plan from time to time, most recently in April 2023, when we further amended and restated it to ensure that it complies with Chapter 17 of the Hong Kong Listing Rules.
Weidong Li has been an independent director of our company since April 2018. Mr.
David Xianglin Li has been an independent director of our company since January 2021. Mr.
Ordinary Shares Beneficially Owned Number % Directors and Executive Officers**: Yong Suk Cho * * Gregory Dean Gibb * * Yonglin Xie (1) Xin Fu (1) Yuqiang Huang (1) Rusheng Yang (2) Weidong Li (3) Xudong Zhang (4) David Xianglin Li (5) Dongqi Chen * * Youn Jeong Lim * * David Siu Kam Choy * * Jinliang Mao * * All Directors and Executive Officers as a Group * * Principal Shareholders: Ping An Group (6) 474,905,000 41.4 Tun Kung Company Limited (7) 308,198,174 26.9 * Less than 1% of our total outstanding shares. ** Except as indicated otherwise below, the business address of our directors and executive officers is Tower A, Shanghai Ping An Building, No. 206 Kaibin Road, Xuhui District, Shanghai, the People’s Republic of China.
Ordinary Shares Beneficially Owned Number % Directors and Executive Officers**: Dicky Peter Yip (1) Yong Suk Cho * * Tongzhuan Xi Yonglin Xie (2) Xin Fu (2) Shibang Guo (2) Rusheng Yang (3) David Xianglin Li (4) Wai Ping Tina Lee (5) Xiang Ji Dongqi Chen * * Jinliang Mao * * Jianbo Cheng Tao Wu All Directors and Executive Officers as a Group * * Principal Shareholders: Ping An Group (6) 1,158,690,488 66.8 % Tun Kung Company Limited (7) 120,066,229 6.9 % * Less than 1% of our total outstanding shares. ** Except as indicated otherwise below, the business address of our directors and executive officers is Tower A, Shanghai Ping An Building, No. 206 Kaibin Road, Xuhui District, Shanghai, the People’s Republic of China.
Morgan Broking (Hong Kong) Limited and/or its affiliates) to create additional liquidity of our company’s ordinary shares following the listing of our company’s ordinary shares on the Hong Kong Stock Exchange, as reported in a Schedule 13G/A jointly filed by Tun Kung Company Limited, Tongjun Investment Company Limited, and Lanbang Investment Company Limited on February 9, 2024.
Morgan Broking (Hong Kong) Limited and/or its affiliates) to create additional liquidity of our company’s ordinary shares following the listing of our company’s ordinary shares on the Hong Kong Stock Exchange as of December 31, 2025. Tongjun Investment Company Limited holds all of the issued and outstanding share capital of Tun Kung Company Limited.
We have the right to seek damages if a duty owed by our directors is breached. You should refer to “Item 10. Additional information—B.
We have the right to seek damages if a duty owed by our directors is breached. You should refer to “Item 10. Additional information—B. Memorandum and Articles of Association—Differences in Corporate Law” for additional information on our standard of corporate governance under Cayman Islands law.
Name Ordinary Shares Underlying Unvested Performance Share Units Granted Date of Grant Unlocking Period Date of Expiration Yong Suk Cho * November 1, 2020 4 years November 1, 2030 Gregory Dean Gibb * November 1, 2020 4 years November 1, 2030 Dongqi Chen * November 1, 2020 4 years November 1, 2030 Youn Jeong Lim * November 1, 2020 4 years November 1, 2030 David Siu Kam Choy * June 3, 2020 and November 1, 2020 4 years June 3, 2030 and November 1, 2030 Jinliang Mao * November 1, 2020 4 years November 1, 2030 * Less than 1% of our total outstanding shares.
Name Ordinary Shares Underlying Unvested Performance Share Units Granted Date of Grant Vesting Period Date of Expiration Yong Suk Cho * November 1, 2020 4 years November 1, 2030 Tongzhuan Xi Dongqi Chen * November 1, 2020 4 years November 1, 2030 Jinliang Mao * November 1, 2020 4 years November 1, 2030 Xiang Ji Jianbo Cheng Tao Wu * Less than 1% of our total outstanding shares.
As of March 31, 2024, our employees and consultants other than directors and executive officers as a group held options to purchase and performance share units to receive 11,993,506.5 ordinary shares, with exercise prices ranging from RMB8 per share to RMB118 per share for outstanding options. C. Board Practices Board of Directors Our board of directors consists of 9 directors.
As of December 31, 2025, our employees and consultants other than directors and executive officers as a group held performance share units and options to receive 8,457,890 ordinary shares. C. Board Practices Board of Directors Our board of directors consists of 9 directors.
The following table sets forth a breakdown of our employees by function as of December 31, 2023: Function Number of Employees Percentage Sales and marketing Direct sales 21,443 59.2 % Channel management 1,614 4.5 % Online sales 1,608 4.4 % Total sales and marketing 24,665 68.1 % Credit assessment 1,260 3.5 % Post-origination services 6,340 17.5 % General and administrative 3,163 8.7 % Technology and research 567 1.6 % Other 220 0.6 % Total 36,215 100.0 % The following table sets forth the number of our employees by geography as of December 31, 2023: Number of Employees Percentage Jiangsu 4,816 13.3 % Guangdong 3,605 10.0 % Shanghai 2,588 7.1 % Shandong 2,518 7.0 % Hebei 2,504 6.9 % Hubei 2,347 6.5 % Henan 1,859 5.1 % Sichuan 1,790 4.9 % Anhui 1,770 4.9 % Hunan 1,434 4.0 % Others 10,984 30.3 % Total 36,215 100.0 % 166 Table of Contents As part of our retention strategy, we offer employees competitive salaries, performance-based cash bonuses, incentive share grants and other incentives.
The following table sets forth a breakdown of our employees by function as of December 31, 2024: Function Number of Employees Percentage Sales and marketing Direct sales 22,084 61.6 % Channel management 1,326 3.7 % Online sales 1,510 4.2 % Total sales and marketing 24,920 69.5 % Credit assessment 1,102 3.1 % Post-origination services 6,129 17.1 % General and administrative 2,774 7.7 % Technology and research 549 1.5 % Other 401 1.1 % Total 35,875 100.0 % 175 Table of Contents The following table sets forth the number of our employees by geography as of December 31, 2024: Number of Employees Percentage Jiangsu 4,508 12.6 % Guangdong 3,047 8.5 % Shandong 2,617 7.3 % Hebei 2,481 6.9 % Hubei 2,252 6.3 % Shanghai 2,232 6.2 % Anhui 2,188 6.1 % Sichuan 2,121 5.9 % Shaanxi 1,973 5.5 % Zhejiang 1,477 4.1 % Others 10,979 30.6 % Total 35,875 100.0 % As part of our retention strategy, we offer employees competitive salaries, performance-based cash bonuses, incentive share grants and other incentives.
We had a total of 92,380 full-time employees as of December 31, 2021, a total of 71,034 full-time employees as of December 31, 2022, and a total of 36,215 full-time employees as of December 31, 2023. Almost all of our employees are based in China.
We had a total of 73,903 full-time employees as of December 31, 2022, a total of 38,725 full-time employees as of December 31, 2023, a total of 35,875 full time employees as of December 31, 2024, and a total of 33,163 full time employees as of December 31, 2025. Almost all of our employees are based in China.
The maximum aggregate number of shares authorized and reserved under the 2014 Plan is 30,644,803 ordinary shares. As of March 31, 2024, options to purchase a total of 12,482,505 ordinary shares were outstanding under the 2014 Plan. The following paragraphs summarize the principal terms of the 2014 Plan. Grant of options .
The maximum aggregate number of shares authorized and reserved under the 2019 Plan is 15,000,000 ordinary shares. As of December 31, 2025, performance share units to receive a total of 833,180 ordinary shares were outstanding under the 2019 Plan. The following paragraphs summarize the principal terms of the 2019 Plan. Grant of performance share units .
Cho obtained his MBA degree from the University of California, Berkeley, Haas School of Business in May 1999. Mr. Gregory Dean Gibb has been the co-chief executive officer of our company since January 2021 and a director of our company since December 2014, and he served as our chief executive officer from March 2016 to January 2021.
Cho obtained his MBA degree from the University of California, Berkeley, Haas School of Business in May 1999. Mr. Tongzhuan Xi served as a director and the chief financial officer of our company since April 2025. Mr. Xi has extensive experience in financial services consulting, investment, and management.
(1) The business address of Mr. Yonglin Xie, Ms. Xin Fu and Mr. Yuqiang Huang is Ping An Financial Center, 5033 Yitian Road, Futian District, Shenzhen, Guangdong, the People’s Republic of China. (2) The business address of Mr. Rusheng Yang is 2609B Golden Central Tower, 3037 Jintian Road, Futian District, Shenzhen, Guangdong, the People’s Republic of China.
(1) The business address of Mr. Dicky Peter Yip is 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. (2) The business address of Mr. Yonglin Xie, Ms. Xin Fu and Mr. Shibang Guo is Ping An Financial Center, 5033 Yitian Road, Futian District, Shenzhen, Guangdong, the People’s Republic of China. (3) The business address of Mr.
Mr. Chen received his bachelor’s degree in insurance from Nankai University in July 1991. Ms. Youn Jeong Lim has been the chief risk officer of our company since August 2022.
Mr. Chen received his bachelor’s degree in insurance from Nankai University in July 1991. Mr. Jianbo Cheng has been the chief risk officer of the Company since October 2025. He served as the chief risk expert of the Company from April 2025 to October 2025. Prior to that, Mr.
The calculations in the table below are based on 1,146,570,557 ordinary shares outstanding (excluding shares underlying the ADSs repurchased by our company pursuant to the share repurchase programs and 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 share incentive plans) as of March 31, 2024. 167 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of the date of this annual report by: each of our directors and executive officers; and each person known to us to beneficially own more than 5% of our total outstanding shares on an as-converted basis. 176 Table of Contents The calculations in the table below are based on 1,733,377,784 ordinary shares outstanding (excluding shares underlying the ADSs repurchased by our company pursuant to the share repurchase programs and 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 share incentive plans) as of December 31, 2025.
(7) Represents 308,198,174 ordinary shares beneficially owned by Tun Kung Company Limited, a British Virgin Islands company, consisting of (i) 246,550,714 ordinary shares held of record by Tun Kung Company Limited, (ii) 32,994,744 ordinary shares (represented by 16,497,372 ADSs) recorded in and represented by the collateral accounts and the custodial accounts held in the name of Tun Kung Company Limited with Goldman Sachs International pursuant to certain covered call arrangements by and among Tun Kung Company Limited, Goldman Sachs International and Goldman Sachs (Asia) L.L.C. between June and September 2023, and (iii) 28,652,716 ordinary shares lent by Tun Kung Company Limited to certain designated dealers (including J.P.
The registered address of China Ping An Insurance Overseas (Holdings) Limited is Suite 2318, 23/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. 177 Table of Contents (7) Represents, to our knowledge, 120,066,229 ordinary shares beneficially owned by Tun Kung Company Limited, a British Virgin Islands company, consisting of (i) 54,431,275 ordinary shares held of record by Tun Kung Company Limited, (ii) 25,634,954 ordinary shares (represented by 12,817,477 ADSs) recorded in and represented by the collateral accounts and the custodial accounts held in the name of Tun Kung Company Limited with Goldman Sachs International pursuant to certain covered call arrangements by and among Tun Kung Company Limited, Goldman Sachs International and Goldman Sachs (Asia) L.L.C. between June and September 2023, and (iii) 40,000,000 ordinary shares (represented by 20,000,000 ADSs) lent by Tun Kung Company Limited to certain designated dealers (including J.P.
Compensation Compensation of Directors and Executive Officers For the year ended December 31, 2023, we paid an aggregate of RMB33.7 million (US$4.7 million) in cash and benefits to our executive officers and directors.
Wu obtained a bachelor’s degree in automotive engineering from Tsinghua University in July 1995. 170 Table of Contents B. Compensation Compensation of Directors and Executive Officers For the year ended December 31, 2024, we paid an aggregate of RMB44.0 million (US$6.0 million) in cash and benefits to our executive officers and directors.
He is currently a member of the Hong Kong Institute of Certified Public Accountants. Mr. Jinliang Mao has been the chief technology officer of our company since December 2017. He has also been the general manager of Lufax (Shenzhen) Technology since September 2018. Mr. Mao has extensive experience in internet technology.
Cheng obtained a bachelor’s degree in Finance from Hubei University in June 2004 and a master’s degree in Business Administration from Tsinghua University in June 2024. Mr. Jinliang Mao has been the chief technology officer of our company since December 2017. He has also been the general manager of Lufax (Shenzhen) Technology since September 2018. Mr.
Yong Suk Cho has been the chairman of our board and chief executive officer of our company since August 2022, and he served as co-chief executive officer of our company from January 2021 to August 2022 and has been a director of our company since March 2016. He has also been a director of Ping An Puhui since December 2017.
He served as the chairman of the board of directors from August 2022 to April 2025 and co-chief executive officer of the Company from January 2021 to August 2022. Mr. Cho has extensive experience in the consumer finance industry. Mr.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management The following table sets forth information regarding our executive officers and directors.
Item 6. Directors, Senior Management and Employees A.
Nomination and Remuneration Committee . Our nomination and remuneration committee consists of Mr. Weidong Li, Mr. Xudong Zhang and Mr. Rusheng Yang, and is chaired by Mr. Weidong Li. Each of Mr. Li, Mr. Zhang and Mr. Yang satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the NYSE.
Nomination and Remuneration Committee . Our nomination and remuneration committee consists of Mr. Dicky Peter Yip, Mr. Rusheng Yang and Ms. Wai Ping Tina Lee, and is chaired by Mr. Dicky Peter Yip. Each of Mr. Dicky Peter Yip, Mr. Rusheng Yang and Ms.
David Xianglin Li is Office 714, 211 West Huaihai Road, Shanghai, the People’s Republic of China. (6) Represents 285,000,000 ordinary shares held by An Ke Technology Company Limited, a Hong Kong company, and 189,905,000 ordinary shares held by China Ping An Insurance Overseas (Holdings) Limited, a Hong Kong company.
(6) Represents 764,894,583 ordinary shares held by An Ke Technology Company Limited, a Hong Kong company, and 393,795,905 ordinary shares held by China Ping An Insurance Overseas (Holdings) Limited, a Hong Kong company, as reported in a Schedule 13D/A jointly filed by An Ke Technology Company Limited, China Ping An Insurance Overseas (Holdings) Limited and Ping An Insurance on December 9, 2024.
Mr. Huang has over 18 years of experience in risk management of the financial industry. Mr.
Yang has over 20 years of experience in the finance, audit and tax industries. Mr.
Gibb joined Ping An Insurance and served as the chief innovation officer from May 2011 to April 2013. Mr. Gibb obtained his bachelor of arts degree from Middlebury College in May 1989. Mr. Yonglin Xie has been a director of our company since August 2023. Mr.
Shibang Guo has been a director of our company since November 2024. Mr. Guo has served as the Assistant President and the Chief Risk Officer of the Ping An Insurance (Group) Company of China Ltd.
Representing Ping An Insurance during his service at the group, Mr.
Prior to joining the Ping An Group, Mr.
Removed
Directors and Executive Officers Age Position/Title Yong Suk Cho 52 Chairman of the Board and Chief Executive Officer Gregory Dean Gibb 57 Director and Co-Chief Executive Officer Yonglin Xie 55 Director Xin Fu 44 Director Yuqiang Huang 42 Director Rusheng Yang 56 Independent Director Weidong Li 55 Independent Director Xudong Zhang 58 Independent Director David Xianglin Li 60 Independent Director Dongqi Chen 55 General Manager Youn Jeong Lim 53 Chief Risk Officer David Siu Kam Choy 49 Chief Financial Officer Jinliang Mao 57 Chief Technology Officer 157 Table of Contents Mr.
Added
Directors and Senior Management The following table sets forth information regarding our executive officers and directors.* Directors and Executive Officers Age Position/Title Dicky Peter Yip 79 Chairman of the Board and Independent Director Yong Suk Cho 54 Director and Chief Executive Officer Tongzhuan Xi 39 Director and Chief Financial Officer Yonglin Xie* 57 Director Xin Fu* 46 Director Shibang Guo 60 Director Rusheng Yang 57 Independent Director David Xianglin Li 61 Independent Director Wai Ping Tina Lee 63 Independent Director Xiang Ji 43 Co-Chief Executive Officer Dongqi Chen 57 General Manager Jinliang Mao 59 Chief Technology Officer Jianbo Cheng 43 Chief Risk Officer Tao Wu 52 Executive Deputy General Manager and Chief Marketing Officer * As announced by our company, each of Yonglin Xie and Xin Fu has tendered his or her resignation from the position as a director of our company, effective the date of this annual report, and each of Fangfang Cai and Peifeng Li has accepted the appointment to be our director, effective from February 18, 2026.
Removed
He has also been the legal representative of Shanghai Lufax since September 2011. Mr. Gibb has over 20 years of experience serving multinational and domestic companies in the finance and investment industry. Mr.
Added
Mr. Dicky Peter Yip has been the Chairman of the Board and an independent director of our company since April 2025. Mr. Yip has served as an independent non-executive director of Sun Hung Kai Properties Limited (a company whose shares are listed on the Hong Kong Stock Exchange (stock codes: 0016 (HKD counter) and 80016 (RMB counter))) since September 2004.
Removed
Gibb served various positions at McKinsey & Company from January 1992 to September 2006, including as its director and the chief operating officer of Taishin Financial Holding Co., Ltd, a company listed on the Taiwan Stock Exchange (stock code: 2887), from September 2006 to May 2011. After that, Mr.
Added
Prior to that, he joined The Hongkong and Shanghai Banking Corporation Limited (a company whose shares are listed on the Hong Kong Stock Exchange (stock code: 0005) in 1965, and subsequently served as a chief executive of the China business at HSBC’s Area Office China, from January 2003 to May 2005, a general manager of HSBC from April 2005 to June 2012, and an executive vice president of Bank of Communications Co., Ltd.
Removed
Fu has also been serving as a non-executive director of OneConnect Financial Technology Co., Ltd., a company listed on the NYSE (stock code: OCFT) and on the Hong Kong Stock Exchange (stock code: 6638), since November 2022. Ms. Fu obtained a master’s degree in business administration from Shanghai Jiao Tong University in June 2012. 158 Table of Contents Mr.
Added
(a company whose shares are listed on the Hong Kong Stock Exchange (stock code: 3328)), from May 2005 to June 2012. Mr.
Removed
Yuqiang Huang has been a director of our company since December 2022. Currently, he has been serving as a non-executive director of Ping An Leasing International Co., Ltd. since December 2022, a non-executive director of Ping An Real Estate Co., Ltd. since December 2022, and the general manager of audit and supervision department of Ping An Group since March 2023.
Added
Yip also served as a director of Ping An Insurance (Group) Company of China Ltd, (a company whose shares are dually listed on the Shanghai Stock Exchange (stock code: 601318) and the Hong Kong Stock Exchange (stock codes: 2318 (HKD counter) and 82318 (RMB counter)), the controlling shareholder of our company, and the original Ping An Bank Co., Ltd (a company whose shares are listed on the Shenzhen Stock Exchange (stock code: 000001)), from November 2002 to May 2005.
Removed
Huang held various positions at Shenzhen Development Bank (now merged with and renamed as Ping An Bank) from July 2004 to May 2021, including as manager of the economic capital and portfolio management office of the risk management department of the head office from April 2015 to December 2016, manager of the credit risk management office of the risk management department of the head office from December 2016 to September 2018, and deputy general manager and subsequently general manager of the asset monitoring department of the head office from September 2018 to May 2021.
Added
He served as an independent non-executive director of Ping An Insurance from June 2013 to July 2019, an independent non-executive director of DBS Bank (HK) Limited from 2013 to 2019, an independent non-executive director of DBS Bank (China) Limited from 2015 to 2019, the founding chairman of Ping An OneConnect Bank (Hong Kong) Limited (currently known as PAO Bank Limited) from August 2019 to November 2021, an independent non-executive director of South China Holdings Company Limited (a company whose shares are listed on the Hong Kong Stock Exchange (stock code: 413)) from December 2012 to June 2020, and an independent non-executive director of S.F.
Removed
Mr. Huang obtained a bachelor’s degree in business management from Nanjing University in June 2004. Mr. Rusheng Yang has been an independent director of our company since July 2020. Mr.
Added
Holding Co., Ltd (a company whose shares are listed on the Shenzhen Stock Exchange (stock code: 002352) and the Hong Kong Stock Exchange (stock code: 6936)) from February 2017 to December 2022. Besides, Mr. Yip had served in many consultative boards including Hong Kong Aviation Advisory Board, Hong Kong Arts Development Council and Hong Kong Urban Renewal Authority. Mr.
Removed
Li has been an independent director of Shenzhen Yan Tian Port Holdings Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 000088), since June 2022, an independent non-executive director of Ocean Line Port Development Limited, a company listed on the Hong Kong Stock Exchange (stock code: 8502), since June 2018, an independent non-executive director of China Traditional Chinese Medicine Holdings Co.
Added
Yip obtained his MBA degree from The University of Hong Kong and is a member of the Chartered Institute of Bankers, London. Mr. Yip received the Ten Outstanding Young Persons of Hong Kong in 1984 for his contributions to the banking industry and the community in Hong Kong. Mr. Yip was awarded the MBE by the British Government in 1984.
Removed
Limited, a company listed on the Hong Kong Stock Exchange (stock code: 00570), since February 2019, and Mr. Li had also been an independent director of Ping An Securities Co., Ltd. from September 2016 to November 2022, an independent director of AVIC Sanxin Co., Ltd.
Added
In 1999, he was appointed Unofficial Justice of the Peace in Hong Kong. In 2000, he was awarded the Bronze Bauhinia Star by the Hong Kong Special Administrative Region Government. He also served two terms since June 2008 as a member of the Shanghai Committee of the Chinese People’s Political Consultative Conference. Mr.
Removed
(currently known as Hainan Development Holdings Nanhai Co., Ltd.), a company listed on the Shenzhen Stock Exchange (stock code: 002163), from June 2018 to June 2020, an independent director of Shenzhen MYS Environmental Protection & Technology Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 002303), from September 2013 to November 2019, and an independent director of Netac Technology Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 300042), from February 2014 to February 2017, respectively.
Added
Yip is active in community and youth activities in Hong Kong and is a member of a number of service organizations such as an Honorary Council Member of the Hong Kong Committee for the United Nations Children’s Fund (UNICEF), Hong Kong Housing Society and Hong Kong Air Cadet Corps. Mr.
Removed
Mr. Li has extensive experience in corporate legal affairs. Mr. Li was a lawyer at Jiangsu Jingwei Law Firm (later known as Jiangsu Gaode Law Firm) from February 1994 to March 1997. Mr. Li obtained his bachelor’s degrees in mineral ore geochemistry and economic law from Nanjing University in July 1990 and July 1992, respectively.
Added
Yip was the last Commanding Officer of the Royal HK Auxiliary Air Force (since became the Government Flying Service) which was disbanded in March 1993. 167 Table of Contents Mr. Yong Suk Cho has been the chief executive officer of the Company since August 2022 and a director of the Company since March 2016.
Removed
He obtained his Ph.D. degree in law from the City University of Hong Kong in November 2004. Mr. Li is currently a qualified lawyer in the PRC and a registered foreign lawyer with the Law Society of Hong Kong. Mr. Xudong Zhang has been an independent director of our company since April 2018. Mr.
Added
Prior to joining our company, he held various roles within Ping An Group, including serving as Deputy Head of Retail Banking at Ping An Bank from October 2024 to April 2025, Deputy Director and other roles in the Strategic Development Center and the Planning Department of Ping An Group from March 2023 to September 2024, and Director of Strategic Analysis at OneConnect Financial Technology from February 2017 to July 2019.
Removed
Zhang also served as an independent director of Ping An Securities Co., Ltd. from January 2017 to November 2022 and serves as a director of Chifeng Jilong Gold Mining Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: 600988), since January 2022. Mr. Zhang is currently the chairman of Huakong Tsingjiao Information Science (Beijing) Co., Ltd. Mr.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

13 edited+1 added1 removed12 unchanged
Biggest changeAs of December 31, 2021, 2022 and 2023, in addition to the convertible promissory notes we issued to China Ping An Insurance Overseas (Holdings) Limited as described below, we had borrowings due to Ping An Group in the amount of nil, RMB820.7 million and nil, respectively, representing nil, 0.3% and 0.0% of our total liabilities as of December 31, 2021, 2022 and 2023, respectively.
Biggest changeAs of December 31, 2022, 2023 and 2024, we had balance of financial assets at amortized cost with Ping An Group in the amount of RMB2,504.6 million, RMB1,501.0 million and RMB 1,500.6 million (US$ 205.6 million), respectively, primarily in connection with certain asset management plan products we purchased from Ping An Group, representing 0.7%, 0.6% and 0.7% of our total assets as of December 31, 2022, 2023 and 2024, respectively. 180 Table of Contents As of December 31, 2022, 2023 and 2024, in addition to the convertible promissory notes we issued to China Ping An Insurance Overseas (Holdings) Limited as described below, we had borrowings due to Ping An Group in the amount of RMB820.7 million, nil and RMB819.0 million, respectively, representing 0.3%, 0.0% and 0.7% of our total liabilities as of December 31, 2022, 2023 and 2024, respectively.
The transaction was closed on April 2, 2024, and we paid the purchase price in full on the same day. Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation.” Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B. Compensation.” C. Interests of Experts and Counsel Not applicable. 172 Table of Contents
The transaction was closed on April 2, 2024, and we paid the purchase price in full on the same day. Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation.” Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B. Compensation.” C. Interests of Experts and Counsel Not applicable.
We incurred interest expense to Ping An Group in the aggregate amount of RMB6.2 million, RMB25.4 million and RMB14.1 million (US$2.0 million), respectively, for the years ended December 31, 2021, 2022 and 2023, in connection with borrowings from Ping An Group and interest paid to Ping An Group for its subscription in the consolidated wealth management products managed by us, representing 0.0%, 0.1% and 0.0% of our total expenses for the years ended December 31, 2021, 2022 and 2023, respectively.
We incurred interest expense to Ping An Group in the aggregate amount of RMB25.4 million, RMB14.1 million and RMB20.8 million (US$2.9 million), respectively, for the years ended December 31, 2022, 2023 and 2024, in connection with borrowings from Ping An Group and interest paid to Ping An Group for its subscription in the consolidated wealth management products managed by us, representing 0.1%, 0.0% and 0.1% of our total expenses for the years ended December 31, 2022, 2023 and 2024, respectively.
We refer to the aforementioned convertible promissory notes issued to Ping An Insurance Overseas (Holdings) Limited and An Ke Technology Company Limited as the Ping An Convertible Promissory Notes in this annual report. 171 Table of Contents In December 2022, China Ping An Insurance Overseas (Holdings) Limited, An Ke Technology Company Limited and our company entered into an amendment and supplemental agreement to amend the terms of the Ping An Convertible Promissory Notes, pursuant to which (i) the parties agreed to extend the maturity date from October 8, 2023 to October 8, 2026 and the commencement date of the conversion period from April 30, 2023 to April 30, 2026 for the remaining 50% outstanding Ping An Convertible Promissory Notes, and (ii) 50% of the outstanding principal amount of the Ping An Convertible Promissory Notes shall be deemed redeemed from the effective date of the amendment and supplemental agreement.
In December 2022, China Ping An Insurance Overseas (Holdings) Limited, An Ke Technology Company Limited and our company entered into an amendment and supplemental agreement to amend the terms of the Ping An Convertible Promissory Notes, pursuant to which (i) the parties agreed to extend the maturity date from October 8, 2023 to October 8, 2026 and the commencement date of the conversion period from April 30, 2023 to April 30, 2026 for the remaining 50% outstanding Ping An Convertible Promissory Notes, and (ii) 50% of the outstanding principal amount of the Ping An Convertible Promissory Notes shall be deemed redeemed from the effective date of the amendment and supplemental agreement.
We had cash balances of RMB9.6 billion, RMB14.3 billion and RMB10.9 billion (US$1.5 billion) held at banks who are affiliates with Ping An Group as of December 31, 2021, 2022 and 2023, respectively, representing 2.7%, 4.1% and 4.6% of our total assets as of December 31, 2021, 2022 and 2023, respectively.
We had cash balances of RMB14.4 billion, RMB11.0 billion and RMB10.6 billion (US$1.5 billion) held at banks who are affiliates with Ping An Group as of December 31, 2022, 2023 and 2024, respectively, representing 4.1%, 4.7% and 5.2% of our total assets as of December 31, 2022, 2023 and 2024, respectively.
For the years ended December 31, 2021, 2022 and 2023, we had total expenses (excluding finance costs) to Ping An Group in the amount of RMB3,506.0 million, RMB2,569.1 million and RMB2,022.9 million (US$284.9 million), respectively, primarily in connection with accounting processing, data communication, transaction settlement, custodian, office premise rental services, technology support and HR support provided by Ping An Group to us, representing 9.1%, 5.7% and 6.2% of our total expenses for the years ended December 31, 2021, 2022 and 2023, respectively.
For the years ended December 31, 2022, 2023 and 2024, we had total expenses (excluding finance costs) to Ping An Group in the amount of RMB3,173.4 million, RMB2,136.1 million and RMB1,567.0 million (US$214.7 million), respectively, primarily in connection with accounting processing, data communication, transaction settlement, custodian, office premise rental services, technology support and HR support provided by Ping An Group to us, representing 7.0%, 6.5% and 5.9% of our total expenses for the years ended December 31, 2022, 2023 and 2024, respectively.
For the years ended December 31, 2021, 2022 and 2023, we had investment income and interest income from Ping An Group in the amount of RMB841.7 million, RMB619.4 million and RMB457.8 million (US$64.5 million), respectively, in connection with our investment products issued or managed by Ping An Group and bank deposits at Ping An Group, representing 1.4%, 1.1% and 1.3% of our total income for the years ended December 31, 2021, 2022 and 2023, respectively.
For the years ended December 31, 2022, 2023 and 2024, we had investment income and interest income from Ping An Group in the amount of RMB757.7 million, RMB574.3 million and RMB355.4 million (US$48.7 million), respectively, in connection with our investment products issued or managed by Ping An Group and bank deposits at Ping An Group, representing 1.3%, 1.7% and 1.5% of our total income for the years ended December 31, 2022, 2023 and 2024, respectively.
For the years ended December 31, 2021, 2022 and 2023, the contractual interest we were required to pay on the convertible promissory notes were US$7.5 million, US$3.5 million and US$3.7 million to China Ping An Insurance Overseas (Holdings) Limited and US$6.9 million, US$10.4 million and US$3.5 million to An Ke Technology Company Limited, respectively.
As of December 31, 2024, the outstanding principal amount of the Ping An Convertible Promissory Notes amounted to US$976.9 million. 181 Table of Contents For the years ended December 31, 2022, 2023 and 2024, the contractual interest we were required to pay on the convertible promissory notes were US$3.5 million, US$3.7 million and US$3.7 million to China Ping An Insurance Overseas (Holdings) Limited and US$10.4 million, US$3.5 million and US$3.5 million to An Ke Technology Company Limited, respectively.
We had account and other receivables and contract assets due from Ping An Group in the amount of RMB3,052.1 million, RMB2,951.6 million and RMB1,508.0 million (US$212.4 million) as of December 31, 2021, 2022 and 2023, respectively, representing 0.8%, 0.8% and 0.6% of our total assets as of December 31, 2021, 2022 and 2023, respectively.
We had account and other receivables and contract assets due from Ping An Group in the amount of RMB2,998.4 million, RMB1,510.8 million and RMB2,189.1 million (US$299.9 million) as of December 31, 2022, 2023 and 2024, respectively, representing 0.9%, 0.6% and 1.1% of our total assets as of December 31, 2022, 2023 and 2024, respectively.
Such income represented 8.0%, 4.4% and 4.7% of our total income for the years ended December 31, 2021, 2022 and 2023, respectively.
Such income represented 5.2%, 4.7% and 5.6% of our total income for the years ended December 31, 2022, 2023 and 2024, respectively.
Organizational Structure.” 170 Table of Contents Transactions with Ping An Group Summary of Transactions with Ping An Group For the years ended December 31, 2021, 2022 and 2023, we provided various types of services, including loan account management, wealth management product enablement and other services, to Ping An Group for an aggregate of RMB4,953.9 million, RMB2,583.2 million and RMB1,610.6 million (US$226.8 million) in technology platform based income and other income, respectively.
Organizational Structure.” Transactions with Ping An Group Summary of Transactions with Ping An Group For the years ended December 31, 2022, 2023 and 2024, we provided various types of services, including loan account management, wealth management product enablement and other services, to Ping An Group for an aggregate of RMB3,007.6 million, RMB1,624.7 million and RMB1,366.1 million (US$187.1 million) in technology platform based income and other income, respectively.
As of December 31, 2021, 2022 and 2023, we had account and other payables and contract liabilities due to Ping An Group in the amount of RMB801.7 million, RMB4,400.7 million and RMB184.7 million (US$26.0 million), respectively, representing 0.3%, 1.7% and 0.1% of our total liabilities as of December 31, 2021, 2022 and 2023, respectively.
As of December 31, 2022, 2023 and 2024, we had account and other payables and contract liabilities due to Ping An Group in the amount of RMB 1,190.5 million, RMB 1,639.7 million and RMB 1,464.9 million (US$ 200.7 million), respectively, representing 0.5%, 1.2% and 1.2% of our total liabilities as of December 31, 2022, 2023 and 2024, respectively.
We had paid the first tranche payment in the total amount of US$535.5 million in December 2022 and the second tranche payment in the total amount of US$535.6 million in March 2023. As of December 31, 2023, the outstanding principal amount of the Ping An Convertible Promissory Notes amounted to US$976.9 million.
We had paid the first tranche payment in the total amount of US$535.5 million in December 2022 and the second tranche payment in the total amount of US$535.6 million in March 2023.
Removed
As of December 31, 2021, 2022 and 2023, we had balance of financial assets at amortized cost and financial investments (loans and receivables) and financial assets at fair value through profit or loss with Ping An Group in the amount of RMB4,779.9 million, RMB2,504.6 million and RMB1,501.0 million (US$211.4 million), respectively, primarily in connection with certain asset management plan products we purchased from Ping An Group, representing 1.3%, 0.7% and 0.6% of our total assets as of December 31, 2021, 2022 and 2023, respectively.
Added
We refer to the aforementioned convertible promissory notes issued to Ping An Insurance Overseas (Holdings) Limited and An Ke Technology Company Limited as the Ping An Convertible Promissory Notes in this annual report.

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