Hong Kong Insurer FWD Adds Warnings About China Risks in SEC Filings for IPO

Hong Kong-based insurer FWD Group has told U.S. regulators it cannot guarantee that Beijing would not seek to “intervene or influence” its operations, adding to its list of risk factors as it tries to push ahead with a New York listing.

The group, controlled by billionaire Richard Li, filed in June for a listing in the United States with, what people familiar with the matter said at that time, an aim to raise between $2 and $3 billion.

At that size, the deal would value FWD, which has a business presence in 10 markets in Asia, at between $13 billion and $15 billion. The transaction is yet to be approved by U.S. regulators.

FWD has been closely scrutinized by the U.S Securities and Exchange Commission (SEC) as a China-based business despite being Hong Kong based, according to a source with direct knowledge of the matter.

The insurer does not have a China business presence yet.

The questioning by the regulators had led to a longer approval process than expected, which would likely delay the deal that had been planned for 2021, added the source, declining to be identified commenting on private discussions.

In amended prospectuses lodged with the SEC this week, FWD has expanded its risk factors section to highlight that it could not rule out Chinese government intervention which could have a material impact on its business.

“We are a Hong Kong-based company with no substantive operations in mainland China. However, we cannot guarantee that the PRC government will not seek to intervene or influence our operations at any time,” the Tuesday filing said.

It added that FWD only had a representative office in mainland China and some information technology and support services. It said customer data was not accessible by its mainland operations.

FWD declined to comment on the SEC process and on the amendments. The SEC did not immediately respond to a request for comment outside of normal business hours.

Some Chinese companies have now started to receive new disclosure requirements from the SEC about their use of offshore vehicles known as variable interest entities (VIEs) for IPOs, implications for investors and the risk that Chinese authorities will interfere with company operations.

(Reporting by Scott Murdoch in Hong Kong; editing by Kim Coghill)