Watson & Band Help Funeral Industry Enter Hong Kong Capital Markets
February 12, 2014
On December 19, 2013 Fu Shou Yuan International Group Limited (01448) went public on the main board of the Hong Kong Stock Exchange. It offered 500,000,000 shares to the global public, among which 50,000,000 were issued in Hong Kong and 450,000,000 were issued on the international market. The issue price was HKD 3.33.
Founded in Shanghai in 1994, Fushouyuan is China’s largest funeral services provider and one of the first private enterprises involved in China's funeral services industry. After two decades of development, Fushouyuan has established 23 stock control subsidiaries in eight major Chinese provinces and cities. These entities are engaged in high-end funeral services and have become leaders in the industry.
As the first mainland China funeral enterprise on the Hong Kong stock market, Fushouyuan’s listing is unique and unprecedented. In April 2013 Watson & Band was engaged as Chinese legal counsel for Fushouyuan to help it go public and issue that its stocks on the main board of the Hong Kong Stock Exchange. Over the following eight months Watson & Band’s attorneys cooperated with listing intermediary advisers, working tirelessly and intensively to provide the following legal services:
1. Due diligence review: Watson & Band’s attorneys conducted due diligence reviews of Fushouyuan’s management, clients, suppliers and major lending banks; reviewed documents relating to the establishment and modification of its subsidiaries; reviewed the qualifications of its management; and surveyed its main property, its major debts and accounts receivable, its major contracts and labor relationships and its social security fund contributions. Watson & Band also cooperated with auditors to review tax payments by its subsidiaries in mainland China and draft legal opinions on Chinese legal matters.
2. Legal services incident to the preparation of the prospectus, detailing Fushouyuan’s reorganization both domestically and overseas: Designed a domestic/international reorganization structure; conducted domestic foreign exchange registration for the overseas investment returns of personal investments; drafted certain chapters of the prospectus; responded to questions about Chinese law raised by foreign attorneys; provided Chinese legal opinions concerning the wording and structure of the prospectus; and cooperated with property assessors to issue assessment reports by pointing out property defects and issuing opinions.
3、Responded to questions raised by the Hong Kong Stock Exchange and the Hong Kong Securities Regulatory Commission: On July 31, 2013, the sponsor submitted Form A1 to the Hong Kong Stock Exchange. When this form was accepted, Fushouyuan’s listing proceeded to the examination phase. Between late August and early December the Hong Kong Stock Exchange and the Hong Kong Securities Regulatory Commission inquired on seven occasions, in both oral and written form, on the prospectus and on Chinese legal matters. Watson & Band’s attorneys worked non-stop day and night to respond as quickly as possible. Watson & Band also cooperated with Fushouyuan’s Hong Kong legal counsel as well as brokers, auditors and property assessors to answer the questions raised by the Hong Kong Stock Exchange and the Hong Kong Securities Regulatory Commission on its business, regulatory compliance, finances, risks, cash payments, expected earnings and substantive transactions.
After intense, round-the-clock work, Fushouyuan went public on the Hong Kong Stock Exchange on December 19, 2013. Opening prices were up 59.16% from the issue price of HKD3.33 to HKD5.30, with a volume of 463,319, 092 and a turnover of HKD 2,380,484,389, making it the fourth best-performing Hong Kong stock.