China Life Insurance Co, the country's biggest insurer, said the US
Securities and Exchange Commission (SEC) has terminated a probe into its Hong
Kong and US initial public offering (IPO) in 2003, which raised US$3.5 billion.
The securities regulator's enforcement division, in a letter dated June 2,
said it had ended the investigation and didn't recommend action, the
Beijing-based company said in a statement yesterday.
"This indicates that China Life's IPO in 2003 was in full compliance with the
requirements of the regulators of the stock exchanges where China Life was
listed," said Henry Ding, the chief representative of the Beijing office of
Sidley Austin LLP, a US law firm representing China Life in its co-operation
with the SEC in the informal investigation.
China Life was subject to an informal inquiry about accounting irregularities
from the US securities regulator in April 2004, asking the company to produce
documents and other information related to the IPO.
According to Ding, there are two types of investigations conducted by the SEC
informal and formal. An informal investigation is conducted on a voluntary basis
and with the co-operation of the company being investigated.
"In the United States, it is not unusual for the SEC to conduct an informal
investigation of a listed company, which is an important function of the SEC,"
Ding said.
Informal SEC inquiries don't always lead to allegations of wrongdoing. If the
inquiry prompts the enforcement staff to suspect that a company has broken US
securities laws, the staff must turn to the agency's five commissioners for
permission to pursue a formal investigation. In a formal investigation, the SEC
staff can demand sworn testimony and subpoena other evidence.
"The SEC investigation of China Life was informal from start to finish," Ding
added.
He believed that the SEC's final decision is due to China Life's active
co-operation during the investigation.
"Through our communications with the SEC staff, we learned that they are very
appreciative of and satisfied with the assistance and co-operation from China
Life," Ding said. "And SEC seldom notifies the company under investigation about
the result in a written form."
China Life provided all requested documents and materials to the SEC by the
end of 2004.
However, the end of the SEC's informal investigation doesn't mean the closure
of a class action filed against China Life by nine law firms from March to May
2004.
This lawsuit followed an audit report from the National Audit Office of China
(NAO) saying that the China Life Insurance (Group) Co (CLIC), the State-owned
predecessor of China's top life insurer, had made investments that were not
permitted by the nation's insurance laws and used agents that were not legally
qualified, while some CLIC branches had mis-stated expenses and income leading
to underpayment of taxes.
The NAO also said that it had found accounting irregularities worth about 5.4
billion yuan (US$675 million) at the CLIC.
China Life was formed in June 2003 by plucking healthier assets from the CLIC
to pave the way for a listing. The CLIC is still China Life's controlling
shareholder with a 72 per cent stake.
"The termination of SEC's probe makes us more confident in winning the suit,"
said Ding, adding China Life has no plan to seek an out-of-court settlement for
the moment.
China Life shares closed at 11.45 yuan (US$1.43) yesterday on the Hong Kong
bourse, down 8 per cent on the previous day.
(China Daily 06/09/2006 page9)
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