Baker McKenzie advised its long-standing client China Pacific Insurance (Group) Co., Ltd. (stock code: 2601.HK / 601601.SH / CPIC.LSE) (“China Pacific Insurance”) on its successful issuance of HKD 15.556 billion zero-coupon convertible bonds due 2030 under general mandate. This deal is not only the biggest zero-coupon HKD denominated convertible bonds issuance in history, but also one that sets multiple records: the first offshore convertible bond issued by a state-owned financial enterprise listed simultaneously on domestic and foreign markets, the first Hong Kong convertible bond with a negative yield in nearly 20 years, and the largest overseas secondary fund-raising project in the financial institution sector in the Asia Pacific region year-to-date in 2025.
China Pacific Insurance is a leading integrated insurance group in China and the first insurer simultaneously listed in Shanghai, Hong Kong and London. These convertible bonds will be listed on the Hong Kong Stock Exchange and convertible into H shares listed in Hong Kong. The proceeds from this issuance will be used to further develop its insurance business; implement strategic development initiatives in health services and elderly care, AI+ and internationalization; and support general corporate purposes. Please refer to the company’s announcement for further details about the deal.
The deal marks the second record-setting international capital market transaction in the last five years where Baker McKenzie has supported China Pacific Insurance. In 2020, the Firm assisted the company in the offering and listing of its global depositary receipts on the London Stock Exchange, which enabled the company to become the first Chinese mainland insurer to be listed in Shanghai, Hong Kong and London simultaneously.
The deal team, comprising lawyers from Baker McKenzie and FenXun, was led by Wang Hang, partner and co-head of Baker McKenzie’s China Capital Markets Practice. The core team members included Special Counsel Bonnie Lau, Senior Associates Daisy Chen and Michael Chau, and Associate Benjamin Cheung from Baker McKenzie, and Senior Counsel Rachel Wang and Associate Claire Hua from FenXun. FenXun, a premier Chinese law firm, established a joint operation office with Baker McKenzie in China under the name Baker McKenzie FenXun in 2015.
Commenting on the deal, Wang Hang said: “We are honored to have the opportunity to support China Pacific Insurance in another landmark transaction. This bond issuance will provide the company with the capital it needs as it continues to transform its business for long-term, sustainable growth.”
“This transaction also underscores our Firm’s capability to support clients in their complex capital markets transactions. We look forward to continuing to deliver top-tier legal advice that enables our clients’ success.” Wang Hang added.
J.P. Morgan, UBS, Huatai International, BofA Securities and Morgan Stanley are the joint global coordinators, joint bookrunners and joint lead managers in this deal.
Baker McKenzie is one of the leading firms for complex transactions, providing strategic advice on deals involving the world’s leading financial institutions and multinational companies. The Firm regularly advises target companies, offerors, selling shareholders and financial advisers on the acquisition and disposal of companies listed on stock exchanges in key major financial centers, as well as issuers on their proposed listing and fundraising activities in different jurisdictions. With many of its lawyers enjoying established working relationships with local regulators in Hong Kong and other key markets, the Firm is well-positioned to guide clients through every stage of the process — providing valuable insights on regulatory developments that may affect the value and feasibility of cross-border transactions, as well as on ongoing compliance matters. The team also assists listed companies in the restructuring of shareholdings, the use of stock as consideration, and the execution of block trades. Moreover, the team has extensive experience in advising clients on cross-border capital fundraising through various schemes, including the Shanghai-London Stock Connect and the China-Switzerland Stock Connect.
