Incorporated in Shanghai in 1999, Allianz China Life Insurance Co. Ltd. (“Allianz China”) is a Sino-European life insurance company. Its shareholders are Allianz SE, one of the largest insurance groups in the world, and CITIC Trust Co., Ltd. (“CITIC Trust”).
On December 24, 2020 CITIC Trust submitted application documents to the China Beijing Equity Exchange (“CBEX”) for the transfer of all equity interests held by it in Allianz China. On December 25, 2020, these equity interests were officially listed on the CBEX. During the period of listing, Allianz (China) Insurance Holding Company Limited, the foreign shareholder of Allianz China, exercised its right of first refusal and successfully acquired such equity interests. On November 18, 2021, CBIRC’s Shanghai office officially approved the equity transfer (this “Project”). Allianz (China) Insurance Holding Company Limited now holds 100% equity interests in Allianz China, and Allianz China has become the first life insurance company in China to change its corporate form from a Sino-foreign joint venture to that of wholly foreign-owned.
As the legal counsel to CITIC Trust, JunHe’s legal team rendered legal services throughout this Project. This included the drafting and reviewing of legal documents related to the commencement of the equity transfer, reviewing and modifying the documents related to the listing and trading on the CBEX, drafting the equity transaction contract, the issuance of legal opinion, and assisting the transaction parties to communicate with the regulatory authority about legal issues related to the transaction. This Project was highly complex, and the transaction involved trust arrangements, the regulation of foreign investments, the supervision of insurance institutions, exchange trading rules and other legal issues. More than 20 years had passed between the incorporation of Allianz China and the equity transfer, during which several changes had occurred to the regulatory rules with respect to insurance institutions. The focus of this transaction was therefore sorting out and applying the requirements of the insurance regulator for the equity transfer. By efficiently delivering professional and meticulous services, JunHe assisted the transaction parties to successfully complete this Project, and were highly regarded by the client.
In this Project, the leading partners were Mr. HUA, Xiaojun (Warren) and Mr. ZHENG, Yu and the undertaking partners were Mr. ZHENG, Yu and Ms. ZHANG, Lijun. Partners Ms. ZHANG, Yinuo (Norah), Ms. DENG, Liang (Teresa), Mr. ZHANG, Yue (Brett), and Mr. WANG, Kai also made valuable contributions to this Project.