The lawyers of King & Wood received an early Christmas present when long-time client China Pacific Insurance (CPIC), a leading composite insurance group in the PRC, made its debut on the HKSE on 23 December following a long period of preparation.

“It has been an eight-year process for our client to finally complete its plan to launch A-share and H-share IPOs and list in both Shanghai and Hong Kong,” said Yang Xiaolei, partner of King & Wood. “We are privileged to have been its PRC legal counsel throughout this period and we have overcome many unique challenges together with CPIC’s internal execution team.”

During the eight years a large number of lawyers, including five partners, have been involved in different stages of the progress. A Shanghai team led by partner Zhang Yi initially advised the Shanghai-headquartered insurance group on its restructuring in 2002. A team co-headed by Beijing partner Yang Xiaolei and Shanghai partner Huang Xiaoli worked on its 2007 A-share IPO as well as this H-share IPO.

A number of other firms were needed on this deal given that it involved a Hong Kong IPO and global offering of a Chinese company. “The number of firms involved is typical for a deal like this,” said Benita Yu, partner at Slaughter and May. “These are firms that we know very well and we tend to meet them a lot on deals of this sort. So in that sense it was a friendly deal.” Slaughter and May has previously worked with the underwriters and the firm was approached again on this IPO.

China Pacific Insurance is already listed on the Shanghai Stock Exchange and this added complexity to the listing in Hong Kong. The lawyers were required to balance the requirements of both the CSRC and the HKSE.  “Listing a company whose A-shares are already listed is interesting and challenging for lawyers because, for example, there are implications for the ongoing publicity of a listed issuer while you are trying to do a Hong Kong listing,” said Yu. “There have not been many issuers who are both A-share and H-share listed and this is an area that is evolving.” Lawyers at Slaughter and May drew on their experience acting for the Metallurgical Corporation of China, a company which listed on the Shanghai Stock Exchange and the HKSE last September.

CPIC is expected to apply the proceeds of this IPO to supplement its capital. Yang made it clear that King & Wood expect to act as CPIC’s outside counsel on an ongoing basis. “Such a long-term process turns out a good working relationship which facilitates the lawyers’ job,” she said.

King & Wood has also recently acted as counsel to issuer in the H-share IPO of PICC Property and Casualty, the H-and-A-share IPO of China Life Insurance, and counsel to underwriters in Ping An Insurance’s H-share IPO.  It has also acted as China Reinsurance's legal counsel for its restructuring to be a joint stock company.

*The underwriters were as follows:

Joint lead managers
UBS AG, Hong Kong Branch
Credit Suisse (Hong Kong) Limited
China International Capital Corporation Hong Kong Securities Limited
Goldman Sachs (Asia) L.L.C.
Co-lead managers
BOCOM International Securities Limited
Hai Tong Securities (HK) Brokerage Limited
Shenyin Wanguo Capital (H.K.) Limited
Guotai Junan Securities (Hong Kong) Limited
Co-managers
OSK Securities Hong Kong Limited
KGI Capital Asia Limited

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