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Morrison & Foerster Represents Ping An Group in its Capital and Strategic Alliance with Shionogi

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Morrison & Foerster represented subsidiaries of Ping An Insurance (Group) Company of China Ltd. (“Ping An Group,” Stock Code: HKEx:2318; SSE:601318) in their capital and strategic alliance with Shionogi & Co., Ltd. (“Shionogi,” Stock Code: TYO:4507).

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Morrison & Foerster represented subsidiaries of Ping An Insurance (Group) Company of China Ltd. (“Ping An Group,” Stock Code: HKEx:2318; SSE:601318) in their capital and strategic alliance with Shionogi & Co., Ltd. (“Shionogi,” Stock Code: TYO:4507).The capital alliance involves a subscription of a 2.05% voting stake in Shionogi by Ping An Life Insurance Company of China, Ltd. for JPY33.5 billion (approximately US$311 million).The strategic alliance involves the launch of a joint venture in Shanghai with a total investment of RMB2.94 billion (approximately US$420 million) and a joint venture in Hong Kong with a total investment of HK$360 million (approximately US$46 million). Ping An Group and Shionogi’s respective subsidiaries will hold a 49% and 51% voting stake in each joint venture, respectively. The strategic alliance also involves the transfer of certain wholly owned subsidiaries of Shionogi to the joint ventures. The joint ventures will leverage both parties’ strengths and advantages and will establish a research and development platform, an innovative pharmaceutical manufacturing and quality control system, and a sales and distribution platform with a view to enhance Ping An Group’s health and medical care service in China. They will also become Shionogi’s drug development centers to develop and distribute new drugs and expand in China and throughout Asia.Ping An Group is a world-leading technology-powered retail financial services group focusing on the provision of financial and healthcare services through an integrated financial services platform. Shionogi is a leading research-driven pharmaceutical company headquartered in Japan.The Morrison & Foerster team was led by Hong Kong partner Thomas Chou, co-chair of the Asia Private Equity practice and head of the China M&A Group. Key members included Tokyo Corporate partner Hisateru Goda, Tokyo Technology Transactions partner Masato Hayakawa, Shanghai Technology Transactions partner Chuan Sun, and Hong Kong Private Equity and M&A associate Julia Lee.Hong Kong Private Equity and M&A associate Katrina Tsoi and trainee solicitor Brian Ho; Tokyo Corporate associates Shotaro Maruyama and Kae Kitanaka; Tokyo Technology Transactions associate Ryota Nishikawa and Shanghai Technology Transactions associate Sarah Wang made significant contributions to the deal.For more information, see <a href="http://www.pingan.cn/en/common/news/article/1595841204117.shtml" target="_blank">Ping An Group’s press release</a> or <a href="https://www.shionogi.com/global/en/news/2020/07/e-200727.html" target="_blank">Shionogi’s press release</a>.

Morrison & Foerster Represents Ping An Group in its Capital and Strategic Alliance with Shionogi

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Thomas has devoted more than a quarter century to advising sophisticated and impactful clients to complete complex, market-leading transactions globally, with deep experience in the U.S. and Asia Pacific region. He concentrates his practice on cross-border mergers and acquisitions, joint ventures, and emerging company and venture capital advisory and transactional work. Thomas’ clients include industry-leading emerging growth companies and a broad range of investors who fund them (traditional private equity and venture capital funds, prominent Asian family offices, the corporate/strategic investment arms of large corporates, insurance companies, and sovereign wealth funds). His broad industry coverage includes biopharma, MedTech and digital health; mobile, gaming, and entertainment; material science and semiconductors (equipment and design); Deeptech/AI; Fintech (payments, remittances, and digital assets); PropTech; FoodTech; health and wellness; and consumer products and retail.Clients and outside ranking organizations routinely cite Thomas’ accomplishments:<ul><li>Thomas is “a strong advocate for his client, offering strategic and actionable advice, evaluating and clearly prioritizing the key issues in complex situations and proactively anticipating concerns from counterparties in negotiations."</li><li>“Thomas Chou is excellent in understanding the industry and leads the team in working on the same. He is very responsive and works 24 hours responding to the clients.”</li><li>“Thomas has significant experience handling complex cross–border transactions across the Asia–Pacific region. His counsel is frequently sought by global technology corporations to advise on their investments in the region. He also commands considerable respect from private equity clients.”</li><li>His clients pinpoint his “decades of venture capital experience both in the United States and in Asia,” with one noting: “He is patient, attentive to details and someone who has clearly conquered many battlefields.”</li><li>Thomas is particularly praised for his communications skills, with clients saying, “Any issues we had he would always provide a solution. He is not only interpreting regulations, but he is also commercially savvy.”</li></ul>At MoFo, Thomas is an active member of our Emerging Company + Venture Capital, Private Equity, and M&A practices, all of which are consistently highly ranked in major independent industry league tables and lawyer ranking organizations.Thomas is also a proud member of the board of directors of the Starlight Children’s Foundation.

周至恒（Thomas Chou）律师在公司业务领域非常活跃，重点处理跨境并购（中国境内外）、合资、私募股权和风险资本融资业务。他的客户包括新兴成长型公司，传统以及非传统投资者（私募股权和风险投资基金，家族办公室，公司/公司的战略投资部门，金融机构以及主权财富基金）。他的执业领域主要是技术、媒体和电信、医疗和生命科学以及消费和零售业。客户和外部评级机构都经常称赞周律师的成就：<ul><li>“周律师在处理亚太地区复杂跨境交易方面经验丰富，全球科技公司常因在该地区的投资而寻求其意见，他也广受私募股权客户推崇。”</li><li>“（周律师）资历深厚，精于各种风险投资及私募股权事宜，包括前期与后期的投资及并购，他在科技领域的经验尤其丰富。”</li><li>客户赞赏他“在美国及亚洲均有数十年风险投资经验”，并称其“非常耐心，注重细节，实战经验丰富”。</li><li>周律师的沟通技巧尤其为人所称道，他的客户指出：“不管我们出现任何问题，周律师都能提出解决方案。他不仅能准确把握法律条文，同时极具商业头脑。”</li></ul>周律师是美富亚洲私募股权业务的联席主管，也是新兴公司 + 风险投资业务组和并购业务组的活跃成员。他在上述业务领域均持续受到独立的法律行业排行榜和律师评级机构的高度认可。周律师还是星光儿童基金会的董事会成员。

Thomas Chou

Partner

Hisateru Goda is a partner of Morrison Foerster Law Offices. He advises Japanese and non–Japanese clients across a wide range of sectors on corporate transactions, focusing on M&A, strategic alliances, and capital markets. He also advises on financing transactions and Japanese financial regulations, including the Financial Instruments and Exchange Act.Hisateru has experience handling both public and private transactions, including domestic and inbound and outbound cross–border transactions, prospective buy–out deals (including "going private" and other transactions that require tender offers), minority investments, and joint ventures. He has assisted in the reorganization of businesses within group companies in a number of industries, including media, technology, and life sciences. He also advises on financing for M&A transactions, venture capital investments, stock options, and corporate governance.  Hisateru is recommended by IFLR1000 for Japan: M&A.Hisateru is a bengoshi admitted to practice in Japan, a member of the Dai-Ichi Tokyo Bar Association, and a qualified lawyer in New York.

Hisateru Goda

Masato Hayakawa is a partner in the Technology Transactions Group of Morrison Foerster’s Tokyo Office. Prior to joining the firm’s Tokyo Office, he practiced in the San Francisco Office for several years. His practice is concentrated on transactions and counseling involving intellectual property, including structuring and negotiating license agreements, technology transfers, adversarial patent litigation settlements, outsourcing arrangements, joint development agreements and other intellectual property matters relevant to technology companies.Masato is also very experienced in the intellectual property aspects of mergers and acquisitions. He advises clients, both emerging and established companies, from a range of industries. For example, Masato has counseled companies in the pharmaceutical and medical device industries, semiconductor technology companies, financial institutions, and multinational technology conglomerates. He has extensive experience in cross-border transactions, having worked on major transactions in the United States, Asia, and Europe, and he is fluent in Japanese.The 2021 edition of Chambers Asia-Pacific noted that “In addition to deep experience and unsurpassed knowledge as an IP practitioner, he brings a deal lawyer's approach to the negotiating table.”Masato has provided legal services on a pro bono basis to a number of non-profit organizations such as The Yale Law Journal, Medecins Sans Frontieres (Doctors Without Borders) of Japan, Lutheran Social Services of Northern California, and HAND (Helping After Neonatal Death). Masato also serves on the Alumni Advisory Board of The Yale Law Journal.Masato received his A.B. degree from the University of California, Berkeley, graduating with highest honors. He earned his J.D. degree from the Yale Law School, where he served as an articles editor of the Yale Journal of International Law and later as managing editor of The Yale Law Journal. Masato is admitted to practice in California and as a Gaikokuho-Jimu-Bengoshi in Japan.

Masato Hayakawa

Chuan focuses his practice on cross-border M&A transactions; sophisticated technology, media, and telecom (TMT) transactions; and complex IP/commercial matters across Greater China.With 19 years of experience in both Asia and the U.S., Chuan regularly advises multinational corporations, state-owned enterprises, private companies, and PE/VC firms in complex cross-border M&A transactions, joint ventures, strategic alliances, and business separation transactions.Chuan also has significant experience in strategic corporate-commercial and technology transactions, including outsourcing, manufacturing, distribution, supply and franchising arrangements, and IP licensing arrangements across multiple industries. His TMT and IP regulatory experience includes telecommunications, e-commerce, internet, cyber security, data privacy, cloud computing, as well as telematics.Prior to joining MoFo, he worked in the Hong Kong office of a Magic Circle firm and the Chicago office of another leading international firm.Chuan co-authored the Hong Kong & mainland China chapters of Getting the Deal Through – Telecoms and Media, 2014, 2015 & 2016; the Hong Kong & mainland China chapters of Getting the Deal Through: Market Intelligence – Telecoms and Media, 2015; and the Hong Kong chapter of Sourcing World 2nd Edition 2015.Chuan is fluent in Mandarin and English.“Chuan Sun has a wealth of knowledge on his clients’ existing products and services offerings and a good understanding of what terms they are or are not willing to accept. This helps tremendously with contract negotiations.”“Chuan Sun has extensive experience in the technology space. Many other competitor firms in the technology space are not really pure IT lawyers, as they are more focus on privacy and trade marks or other related fields, as opposed to technology contracts such as SAP or Microsoft software license agreements. A normal general commercial lawyer would not be able to identify the same issues or raise the right questions, as they are not equipped with the technology know-how of the products and services, their benefits, and general industry standard terms and trending patterns in the market.” Legal 500 Asia Pacific 2020

孙川律师的执业领域集中在大中华区的跨境并购交易，复杂的技术、媒体和电信(TMT)交易以及复杂的知识产权/商务事宜。孙律师在亚洲和美国有19年工作经验，他经常代理跨国公司、国有企业、私人企业和私募股权/风险投资机构处理复杂的跨境并购交易、合资、战略联盟和业务拆分等交易。孙律师在战略性的公司商务和技术交易方面也拥有极为丰富的经验，包括外包、制造、分销、供应与特许经营安排，以及跨行业知识产权许可安排等。他在TMT和知识产权监管方面的经验包括电信、电子商务、互联网、网络安全、数据隐私、云计算以及车联网。在加入美富前，孙律师在一家 “魔法圈”律所(Magic Circle)的香港办事处和另一家领先的国际律所的芝加哥办事处工作。孙律师与他人合著了2014，2015和2016版《让交易推进下去––电信与媒体》(Getting the Deal Through – Telecoms and Media)中的香港和中国大陆章节，2015年版《让交易推进下去：市场情报––电信与媒体》(Getting the Deal Through: Market Intelligence – Telecoms and Media)中的香港和中国大陆章节，以及2015年《采购世界》第二版(Sourcing World 2nd Edition)的香港章节。2018年《亚太法律500强》指出“孙川律师十分高效、负责和实际。他非常擅长处理IT协议，包括软件许可和IT采购合同的相关事宜。他也十分善于处理跨境TMT交易。”孙律师精通普通话和英语。

Chuan Sun

Managing Partner, Shanghai

Julia’s practice spans across cross-border M&A, joint ventures, as well as private equity.Prior to joining Morrison & Foerster, Julia was an associate in the Hong Kong office of a major international law firm.Julia is fluent in English, Cantonese, and Mandarin.

李恺宜律师业务涵盖跨境并购、合资公司及私募股权。在加入美富前，李律师曾在某领先的国际法律事务所的香港办事处担任律师。李律师精通英语、粤语及普通话。