Fangda Partners assisted WuXi XDC as its domestic and overseas legal advisor of multiple jurisdictions in its spin-off listing on the HKEx

On November 17, 2023, WuXi XDC Cayman Inc. (“WuXi XDC”) (stock code: 02268.HK) successfully spun-off from WuXi Biologics (Cayman) Inc. (“WuXi Biologics”) (stock code: 02269.HK) for a separate listing on the Main Board of the Stock Exchange of Hong Kong Limited (the “HKEx”) and global offering. Fangda Partners provided one-stop comprehensive legal services for the spin-off listing of WuXi XDC and simultaneously acted as its PRC legal advisor and HK legal advisor, and acted as the HK legal advisor and US legal advisor to its controlling shareholder, WuXi Biologics. WuXi XDC a leading CRDMO focusing on the global antibody-drug conjugate (ADC) and broader bioconjugate market dedicated to providing integrated and comprehensive services.

The global offering of WuXi XDC took place on November 17, 2023, making WuXi XDC the largest healthcare and biotech IPO on the HKEx by offering size in 2023 to date. The global offering consisted of approximately 178.4 million shares (prior to the exercise of the over-allotment option) valued at the high-end of the offer price range of HK$20.60 per share for a total offering of approximately HK$3,676 million. Assuming the over-allotment option is fully exercised, the total offering will amount to approximately HK$4,071 million. Simultaneously, the IPO of WuXi XDC introduced seven cornerstone investors with an aggregate subscription amount of over HK$2,346 million, which is the highest so far among all the Hong Kong IPOs in 2023 to date. Morgan Stanley, Goldman Sachs and J.P. Morgan acted as the joint sponsors and overall coordinators, together with CICC, Citigroup and Huatai as the joint global coordinators, joint book runners and joint lead managers of the global offering.

In preparation for the spin-off listing of WuXi XDC, the various offices of Fangda Partners worked closely together and fully utilized the firm’s integrated advantages, which has allowed it to efficiently provide legal services of multiple jurisdictions, including PRC law, HK law and US law to serve WuXi XDC and WuXi Biologics. In particular, Fangda Partners, as the main driver of the deal, efficiently assisted WuXi XDC in the process of obtaining approval from the HKEx for the spin-off listing (as required under Practice Note 15 of the Listing Rules) and completed the CSRC overseas listing filing procedures (as required under the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies of the CSRC) within a very compressed time frame of less than eight months from its kick-off until the listing.

The Fangda Hong Kong team was led by partners Colin Law and Arman Lie, and other primary members of the team comprised Jonathan Wallenberger, Brian Kwok, Karen Chan, Jennifer Mok, Penny Chen, Gordon Chau, Melody Qiu and Andrew Chan; and the Fangda PRC team was led by Partners Jeffrey Ding, Diana Li, Hao Zhang and Jianbo Wei, and other primary member of the team comprised Siyu Chen, Shadow Ye, Jiequan Guan and Candice Xie.