20 August 2020

KWM advises on China Merchants Securities’ HK$16.35 billion A+H shares rights issue

King & Wood Mallesons (KWM) advised China Merchants Securities Co., Ltd (China Merchants Securities) on its HK$16.35 billion A+H shares rights issue. This marks the largest A+H shares rights issue since 2014 in terms of funds raised and the first PRC-listed securities firm to conduct A+H shares rights issue.

China Merchants Securities is a full-service securities firm in the PRC and a member of China Merchants Group. It has received A and AA ratings under the Categorised Supervision and Administration of Securities Companies for 12 consecutive years.

KWM advised China Merchant Securities in respect of the PRC law, Hong Kong law and US law and provided support on the overseas legal opinion on the legal restriction of conducting rights issue across multiple jurisdictions, including Australia, England, Germany and Japan. The seamless KWM cross-office team advised China Merchant Securities on various issues, including the first of its kind approach in the repurchase of its A-shares and using the repurchased shares to establish the Employee Stock Ownership Plan (ESOP), and the issuance of A-shares and H-shares rights issue. The team also advised on complicated issues related to the trading arrangement under the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect, connected person issues, the Takeovers Code implication and regulatory issues.

The KWM team was led by partners Lixin Wang, Zhen Zhao and Haotian Sun of the Guangzhou office, and John Baptist Chan, Yu Wang, and Kanne Leung of the Hong Kong office, with support from Alan Wong, Kevin Ng, Nathaniel Lau and Elaine Ma. Partners Greg Stonefield of the London office, Rudolf Haas of the Frankfurt office, Nigel Hunt of the Perth office, Yoshiki Tsurumaki of the Tokyo office, and José Lupi of the Beijing office provided support on the relevant overseas legal issues.


Any reference to “Hong Kong” or “Hong Kong SAR” shall be construed as a reference to “Hong Kong Special Administrative Region of the People’s Republic of China”.

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