XU Ling - Guantao Law Firm

Xu Ling is a senior partner of Guantao Beijing office, and a corporate partner in Guantao's international practice group. She specializes in cross-border investment and M&A, capital markets, private equity (PE), and foreign direct investment (FDI), with a particular focus on the energy & natural resources sectors. In recent years, she has become actively involved in international commercial arbitration and other dispute resolution.

Ms. Xu provides very professional and high-calibre PRC legal services to international and domestic clients on both inbound and outbound investment. After over 20 years of practice, she has earned a good reputation from clients and peers for her responsiveness, dedication, high efficiency and professionalism. Xu Ling has led a number of large-scale, complicated and significant deals on cross-border M&A and overseas listing, with an outstanding capability of serving as a legal project manager. For instance, in Asia’s richest man Lee Ka-shing’s restructuring of his business empire – Cheung Kong and Hutchison Whampoa reorganization, spin-off and listing, Ms. Xu successfully led the team consisting of more than 30 lawyers from Guantao six offices to act as PRC counsel to the flagship empire.

Ms. Xu advised on the IPO and listing of China Boqi Environmental Solutions Technology (Holding) Co., Ltd. at Tokyo Stock Exchange’s 1st Section (being the first non-Japanese company in the PRC as well as in the world listing at TSE’s 1st Section). Ms. Xu has gained wide experience in energy and mining sectors through representing HK-listed companies and other international & domestic clients in their M&A and finance transactions involving coal, copper, gold, iron ore, rutile (titanium), celestite (strontium), tantalum niobium concentrate, platinum, palladium, aluminum, quartzite and other mineral resources. Her other major multinational clients include IKEA, Gavilon,Cheung Kong Industry, South China Holdings, Babycare, BEAUFOUR-IPSEN, Carrefour and OTIS-LG, which she has advised on the FDI and other investment-related matters in China. She has also had recent successful experience in international commercial arbitration and other dispute resolution on FDI-related matters, including share transfer, winding up & liquidation, investment agreement, as well as on international trade, defamation and international aviation accident.

Ms. Xu is selected as one of the 1,000 PRC lawyers practicing foreign-related business law by the PRC Ministry of Justice, and a member in the “Leading Talents” panel of the PRC lawyers practicing foreign-related business law by the All China Lawyers Association. She was honored as 2019 ALB China “Client Choice”. China Business Law Journal awarded Xu Ling as “A-List: China’s Top 100 Lawyers” both in 2017 and 2018. Since 2011, she has been ranked or recommended consecutively each year by Chambers Global, Chambers Asia, The Legal 500: Asia Pacific, Asialaw Leading Lawyers, and IFLR 1000 as a “Leader in their Fields” or preeminent lawyer in the practices areas of “Energy & Natural Resources”, “Corporate / M&A” and “Private Equity”.

Practice Areas

Cross-border investment and M&A, capital markets, PE, FDI, energy & natural resources and international arbitration

Representative Transactions

Cross-border investment and M&A:

• Acting as lead PRC counsel to a HK-based investment holding company on its proposed acquisition of a well-known German kitchen manufacturer during the insolvency proceedings;

• Acting as lead PRC counsel to a Tianjin state-owned company group on its proposed acquisition of shares in a Bulgarian feed company;

• Acting as lead PRC counsel to a Tianjin state-owned company on its proposed investment in agriculture business in Mongolia;

• Acting as lead PRC counsel to Hutchison Harbour Ring, a company listed on Hong Kong Stock Exchange, on its sale of shares to Oceanwide Holdings, a company listed on Shenzhen Stock Exchange;

• Acting as lead PRC counsel for Datang Telecom (SOE) on the Sino-foreign joint venture project in semiconductor industry with Qualcomm and JAC;

• Acting as lead PRC counsel for China Hi-Tech Group’s subsidiary on its proposed acquisition and joint development with an Italian design studio of Redspace, new energy auto brand;

• Acting as lead partner to advise Financial Street Holdings, a Shenzhen-listed company, on the design and analysis of the plan for acquiring shares of a HK-listed company;

• Acting as lead PRC counsel for Central Asia Energy Co., Ltd., a subsidiary of the state-owned enterprise Shaanxi Coal and Chemical Industry Group, on its acquisition of shares in Zhongda China Petrol Company located in the Kyrgyz Republic;

• Acting as lead partner to advise a large central SOE group on the design and analysis of the plan for a HK-listed company within the group acquiring its agriculture business lines in the PRC;

• Acting as lead PRC counsel for Gome Holdings Group on the sale of the entire equity interests in Gome Xinda Commercial Factoring Co., Ltd. to Sino Credit Holdings Limited (00628.HK);

• Acting as lead PRC counsel for a HK-listed financial technology company on its proposed acquisition of shares of an internet financial company;

• Advising Tidetime Sun (Group) Limited (00307. HK, latterly known as Up Energy) on its US$1 billion acquisition of three Xinjiang coal mines and three companies respectively engaging in coal washing, coking and recycled water businesses in Xinjiang;

• Advising Wah Nam International Holdings Limited (00159.HK, latterly known as Brockman Mining) on its US$1 billion takeover offer of two ASX-listed iron ore developers and its dual listing on the ASX, on its acquisition of a copper mine in Yunnan Province, on the transfer of beneficial rights in the Yunnan cooper mine, as well as on the on-site investigation of the Yunnan cooper mine;

• Advising China Mining Resources Group Limited (00340.HK) on its acquisition of rutile (Titanium) mines in Shanxi Province, as well as on its acquisition of rutile mines in Hubei Province;

• Advising China Fortune Holdings Limited (00110.HK) on its acquisition of celestite (Strontium) mines in Hubei Province;

• Advising Beijing Ming Run Feng Trading Company on the acquisition by Kiu Hung International Holdings Limited (00381.HK) involving exploration rights of coal mines situated in Inner Mongolia.

Capital Markets:

• Acting as legal project manager to lead Guantao team to advise Cheung Kong and Hutchison Whampoa on the reorganization, spin-off and listing (this deal was awarded by the China Business Law Journal as the Deals of the Year 2015, and was nominated by the Asia Law Awards 2016 organised by The American Lawyer and The Asian Lawyer as the Financial Deals of the Year, and nominated by the ALB Hong Kong Law Awards 2015 as the Equity Deal of the Year);

• Advising China Boqi Environmental Solutions Technology (Holding) Co., Ltd. on its IPO and listing at Tokyo Stock Exchange’s 1st Section (being the firstnon-Japanese company in the PRC as well as in the world listing at TSE’s 1st Section);

• Advising a PRC-based tantalum niobium concentrate exploration company on its proposed listing on the HK Stock Exchange;

• Advising a PRC-based quartzite mining company on its proposed listing on the HK Stock Exchange.

Private Equity:

• Advising a PRC semiconductor technology company on the PE finance transaction by capital increase to be subscribed by domestic and international investors;

• Advising a PRC company engaging in big data analysis via VIE structure on the overseas PE finance transaction;

• Advising a PRC company in coal-bed methane exploitation business on its overseas PE finance transaction;

• Advising a company conducting BPO business on its overseas PE finance transaction;

• Advising a company engaging in medical technology on its overseas PE finance transaction.

Foreign Direct Investment:

• Advising Nam Kwong Group (a Macau-based company) on the trusteeship of China Nam Kwong Import & Export Corporation;

• Advising South China (00413.HK) on the share transfer of its subsidiaries in China;

• Advising Gavilon (a US-based global commodity management company), Chueng Kong Industry, Thyssen Grupp and other foreign companies on the establishment of foreign-invested enterprises (FIEs) in China;

• Acting as general counsel for IKEA, Gavilon, Babycare, BEAUFOUR-IPSEN, Carrefour, OTIS-LG and other multinationals on the investment-related matters in China.

International Arbitration and other Dispute Resolution:

• Representing a HK-based German company in parallel arbitration both before CIETAC and Lithuanian Court of Arbitration (LCA) for dispute over international trade contracts against a Lithuania-based company (both arbitration cases are conducted in English, and this case was awarded by the China Business Law Journal as the “Deals of the Year 2017”);

• Providing asset investigation and legal advice for a state-owned PE on the enforcement of CIETAC arbitral award in the US against Leshi Holding (Beijing) Co., Ltd. and Jia Yueting;

• Representing a Singapore subsidiary of a large PRC central state-owned enterprise in CIETAC arbitration against a Xinjiang-based gas & oil company for dispute over sale and purchase agreement;

• Chief member of the Beijing Lawyers Group representing next-of-kins of PRC passengers on board MH370 for settlement of claims against Malaysia Airlines arising from the international aviation accident, as well as representing the NOKs in the subsequent litigation for claims not settled;

• Advising a HK-based company on dispute over investment agreement against Kr Space Beijing Information Technology Co., Ltd, its controlling shareholder and its actual beneficial owner

• Representing the two defendants In a Beijing-based WFOE v. its sole HK-based shareholder and the shareholder’s shareholder case on claims over registered capital to be contributed

• Advising a listing company incorporated in Japan and its HK subsidiary on claims over their director’s breach of fiduciary duty and duty of care before the Hong Kong High Court

• Representing a Sichuan company in arbitration before Beijing Arbitration Commission (BAC) against China State Construction Railway Construction Co., Ltd. for dispute over the lease of machinery equipment;

• Representing a Hebei company in arbitration before Beijing Arbitration Commission (BAC) against China State Construction Railway Construction Co., Ltd. for dispute over the lease of machinery equipment;

• Representing Cheung Kong's two overseas subsidiaries in arbitration before CIETAC for their PRC FIEs’ dispute over share transfer against a company affiliated to a Shenzhen-listed company;

• Advising a JV subsidiary of Cheung Kong in China on the dispute over its dissolution and liquidation;

• Providing PRC legal advice/expert evidence (issued/provided in English) in the defamation case BaWang Group v. Next Magazine (a HK-based magazine) before the Hong Kong High Court;

• Providing PRC legal expert opinion (issued in English) in an international arbitration on the international goods sales and purchase dispute between a Philippines company v. a PRC company before the Hong Kong International Arbitration Center (HKIAC);

• Providing PRC legal expert opinion in an contractual dispute (involving nominee and trustee of real property ownership) between a HK resident v. two HK residents and their affiliated offshore companies before the Hong Kong High Court;

• Dispute resolution on defamation between a Beijing-based pharmaceutical company and a prestigious UK business newspaper;

• Dispute resolution on the tort of self-image right between a well-renowned HK celebrity and an inland factory;

• Dispute resolution on the personal injury between Carrefour and its customer;

• Providing PRC legal services for BASF (China) Company Limited, Shanghai Branch on dispute over lease agreement before CIETAC Shanghai Sub-commission, and for CIETAC arbitration over lease agreement dispute between Beijing Orient Hengtong Real Estate Limited and Wall Street Institute B.V. dba B.V.

Honors and Rankings

International

• Honoured as 2019 ALB China “Client Choice”;

• Awarded by China Business Law Journal in 2017 and 2018 as “A-List: China’s Top 100 Lawyers”;

• Ranked by Chambers Global since 2011 consecutively each year as 'Leader in their Fields' in 'Energy & Natural Resources' (PRC Firms);

• Ranked by Chambers Asia since 2011 consecutively each year as 'Leader in their Fields' in 'Energy & Natural Resources' (PRC Firms);

• Recommended by The Legal 500: Asia Pacific since 2010 in both the “Project and Energy” and “Corporate / M&A” practice areas;

• Nominated by the Asialaw Leading Lawyers as one of the region's preeminent lawyers for “Energy & Natural Resources”, “Corporate / M&A”, and “Private Equity” since 2011 consecutively each year.

China

• One of the 1,000 PRC lawyers list practicing foreign-related business law, selected by the PRC Ministry of Justice;

• A member of the “Leading Talents” panel of the PRC lawyers practicing foreign-related business law, selected by the All China Lawyers Association (ACLA);

• Excellent CPC Lawyer in Beijing Lawyer Profession (2018-2019), awarded by the CPC Beijing Lawyers Committee;

• Excellent Female Lawyer (2014-2018), awarded by the Beijing Xicheng District Lawyers Association;

• Excellent CPC Lawyer in Beijing Xicheng District Lawyer Profession (2017-2018), awarded by the CPC Beijing Xicheng District Lawyers Committee;

Memberships

• Mediator, Beijing Association for Alternative Dispute Resolution (BJADR) (2018-2023)

• Mediator, Beijing Xicheng District Mediation Centre for Economic and Financial Dispute (2024 till now)

• Member of Beijing Lawyers Group and Xicheng Lawyers Group for Participation in the Social Significant Cases/Events

• Member of the 12th Cross-border Investment and M&A Law Committee, Beijing Lawyers Association (2024 till now)

• Deputy Director of the 11th Foreign-related Legal Services Committee, Beijing Lawyers Association (2019-2023)

• Member of the 10th International Investment and Trade Law Committee, Beijing Lawyers Association

• Member of the 9th and 8th Natural Resources Law Committee, Beijing Lawyers Association

• Member of the legal advisers group for Chinese People’s Political Consultative Conference (CPPCC), Beijing Xicheng District Committee

Pro Bono

• Member of the Beijing Winter Olympics Pro Bono Legal Group (engaged in December 2021 by Beijing Lawyers Association and Beijing Arbitration Commission)

Bar Admissions

• People's Republic of China, 2003

Professional Experience

• Guantao Law Firm, Partner (since 2007)

• Guantao Law Firm, Associate and Senior Associate (2003 - 2006)

• Zhong Lun Law Firm, Trainee (2002)

• Seconded with Veale Wasbrough Lawyers, XXIV Old Buildings, and DLA Piper (HK Office) (2004 - 2005)

Education

• 2021 PRC Ministry of Justice’ Senior Training Program for PRC Legal Talents Practising Foreign-related Business Law (13-24 Dec 2021 online courses, and 3 April – 9 June 2023 offline courses in UIBE)

• Bar Council of England and Wales “Senior Lawyers Training Scheme” (SLTS) on international arbitration (June 2019)

• Temple University Beasley School of Law, US (professional training program for ACLA 'Leading Talents' panel of the PRC lawyers practicing foreign-related business law, from 30 October to 2 December 2016)

• Law School of SOAS, University of London (Lord Chancellor's Training Scheme for Young Chinese Lawyers 2004 - 2005)

• MA, Renmin University of China (1997 - 2000)

• BA, Beijing International Studies University (1993 - 1997)

Language Skills

• English, excellent

• Chinese Mandarin, native

• German, average