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Arthur XU
Senior Counsel / Beijing
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Tel +86-10-5087-2909
Email arthurxu@zhonglun.com
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Practices
Hong Kong & Overseas Capital Markets, Investment/M&A & Corporate Governance, Private Equity & Investment Funds
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Industries
Energy & Power
Arthur XU
Arthur's practice areas include compliance of listed companies, capital markets, mergers and acquisitions, private equity, venture capital transactions, and other general corporate matters, with particularly extensive experience in Hong Kong capital market. His clients include large state-owned enterprises, leading private companies, and top domestic and international investment banks. In addition to regularly providing legal advice on Hong Kong capital market transactions, prior to joining Zhong Lun Law Firm, Arthur served as an retainer counsel, providing long-term advice relating to the Hong Kong Listing Rules to several large state-owned enterprises.
Representative Matters
Initial Public Offerings
Acted as legal counsel for China International Capital Corporation and Macquarie Capital Limited as joint global coordinators in the HKD 4.78 billion (USD 613 million) IPO of CSR Corporation Limited, the largest manufacturer of rail transit equipment in China, on the Hong Kong Stock Exchange and Rule 144A/Regulation S global offering
Represented Sinopec Oilfield Service Corporation in its backdoor listing in A+H markets via Sinopec Yizheng Chemical Fibre, which was one of the most high-profile capital markets transactions in 2014
Represented Chongqing Rural Commercial Bank in its USD 1.35 billion Hong Kong H shares initial public offering, with Morgan Stanley and Nomura as joint sponsors
Represented BOCI and UBS as joint sponsors in the USD 620 million initial public offering of H shares of China National Materials, a leading global provider of cement equipment and engineering services
Acted as legal counsel for Zhejiang Cangnan Instrument Group Company Limited in its initial public offering and listing on the Hong Kong Stock Exchange
Represented CCB International Capital and BOCI Asia as joint sponsors in the HKD 451.5 million IPO of Bolina Holding on the Main Board of the Hong Kong Stock Exchange
Represented CICC, Goldman Sachs, Morgan Stanley, Deutsche Bank, JP Morgan, Macquarie, and ABCI Securities as joint sponsors, joint bookrunners, and joint lead managers regarding the Hong Kong aspects of the USD 22.1 billion listing of A and H shares of Agricultural Bank of China Limited
Debt Capital Market (DCM)
Represented CICC, Deutsche Bank, and Merrill Lynch in the USD 510 million Hong Kong initial public offering and Rule 144A/Regulation S global offering of Dongfeng Motor Group, a major Chinese manufacturer of buses, commercial vehicles, and auto parts
Represented Beijing Gas, the second largest single city gas supplier in the world, in its USD 500 million Rule 144A/Regulation S global offering of secured bonds and its listing on the Hong Kong Stock Exchange, with CitiBank, Mizuho Bank, Peregrine Investments, Societe Generale, OCBC Wing Hang Bank, China Huarong Asset Management, and Haitong International as joint lead managers
Represented Export-Import Bank of China in its issuance of CNY 2 billion bonds in 2012
Represented Sinopec Corp. in a HKD 11.7 billion convertible bond offering, listed on the Stock Exchange of Hong Kong, which was the largest convertible bond program in Asia (excluding Japan) and the largest offering by a Chinese issuer at the time
Represented CNOOC in the USD 2 billion global offering of senior unsecured fixed rate notes, listed on the Stock Exchange of Hong Kong
Represented State Grid Corporation of China in its USD 2 billion Rule 144A/Regulation S offering of senior guaranteed notes consisting of USD 500 million 1.750% Senior Guaranteed Notes due 2018, USD 1 billion 3.125% Senior Guaranteed Notes due 2023, and USD 500 million 4.375% Senior Guaranteed Notes due 2043
Represented BNP Paribas, BOC International, ICBC International, UBS, Credit Suisse, HSBC, BofA Merrill Lynch, and Nomura as joint underwriters in relation to the HKD 13 billion H-share rights issue by ICBC
Retainer Counsel for Hong Kong Listed Companies
Provided retainer-based legal services to China Petroleum & Chemical Corporation (Sinopec Corp.) since 2007, and spearheadedsuch legal services from 2012 to 2020
Provided retainer-based legal services for Hong Kong law to Sinopec Oilfield Service Corporation (SSC) since 2014
Provided retainer-based legal services for Hong Kong law to China Agri-Industries Holdings Limited since 2011, and spearheaded such services from 2013 to 2018
Spearheaded retainer-based legal services for Hong Kong law to China Cinda Asset Management Company Limited from 2017 to 2020
Spearheaded retainer-based legal services for Hong Kong law to China Merchants Bank Company Limited from 2017 to 2020
Spearheaded retainer-based legal services for Hong Kong law to China Everbright Bank from 2014 to 2016
Spearheaded retainer-based legal services for Hong Kong law to Huadian Fuxin Energy Corporation Limited from 2019 to 2020
Spearheading retainer-based legal services for Hong Kong law (overseas legal issues) to China Risun Group Limited since 2021
Spearheading retainer-based legal services for Hong Kong law to We Doctor Holdings Limited since 2021
Spearheading retainer-based legal services for Hong Kong law to Huadian Power International Corporation Limited since 2021
Spearheading retainer-based legal services for Hong Kong law to China Pioneer Pharma Holdings Limited since 2021
Spearheading retainer-based legal services for Hong Kong law to Sinopec Shanghai Petrochemical Company Limited since 2022
Transactions Relating to Hong Kong Listed Companies
Advising the above companies on the formulation and updating of all continuing connected transaction agreements and caps as the Hong Kong annual compliance counsel for them
Represented China International Capital Corporation Hong Kong Securities Limited in a series of transactions in connection with the restructuring of the China Shipping Group and the COSCO Group with the client as financial adviser, which constituted a very substantial acquisition and continuing connected transactions from the perspective of China Shipping Container Lines Company Limited, involving a total consideration of CNY 2.7 billion for the acquisition of various assets by China Shipping Container Lines Company Limited
Represented Shenhua Group Limited on its USD 271 billion merger with China Guodian Corporation into a new enterprise China Energy Investment, which is the fourth largest state-owned enterprise in China’s energy sector and the world’s largest coal, heat power, wind power, and coal chemical company, and also represented, as part of the transaction, China Shenhua (a listed subsidiary of Shenhua Group Limited) on its establishment of a joint venture with Guangdong Electric Power Development Co., Ltd. (a listed subsidiary of China Guodian Corporation) under Hong Kong law
Represented Huadian Power International Corporation Limited and China Huadian Corporation Limited in a series of transactions related to the restructuring of new energy assets
Represented Sinopec Corp., Sinopec Tianranqi Company, Sinopec Marketing Company Limited, and Sinomart KTS Development Limited in their sale of oil and gas pipeline network assets to China Oil & Gas Pipeline Network Corporation, with the value of the assets at about CNY 122.655 billion, which was the most high-profile capital markets transaction in 2020
Represented Sinopec Corp. in its proposed spin-off of Sinopec Marketing Company Limited for overseas listing (including filling of PN15 application form)
Represented China Cinda Asset Management in its proposed spin-off of Cinda Securities Limited for domestic listing on the Hong Kong Stock Exchange
International M&A and Investment Fund
Provided legal services to Banco Santander, S.A. and China Construction Bank for their framework agreement for collaboration on automobile finance and the holding company for micro and small loans
Represented Beijing Infrastructure Investment in its equity transaction in a Cayman Islands incorporated offshore vehicle
Represented Taizinai Group in relation to its loan and investment by Actis China Fund 2 LP and equity investments by Goldman Sachs and Morgan Stanley totaling USD 73 million
Represented Beijing PMP Real Estate in its loan and equity investment by a British fund totaling USD 55 million
Represented China Merchants Securities Investment Management (HK) Company Limited in its equity investment in a Cayman medical equipment company
Represented China General Technology (Group) Holding Company Limited in its proposed acquisition of equity interest in a Hong Kong private company
Represented Shanghai Zhouyi Enterprise Management Partnership (LP) in the angel round investment in Shanghai Wangdoufu Network Technology Company Limited
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Bar Admissions/Professional Qualifications
PRC Bar
New York State Bar -
Education
LL.M., Cornell Law School, 2009-2010
LL.M. in Civil and Commercial Law, Renmin University of China Law School, 2004-2006
LL.B., Peking University Law School, 2000-2004 -
Professional Experience
Senior counsel and counsel, Zhong Lun Law Firm, 2020 to present
Herbert Smith Freehills, 2006-2020 -
Languages
Chinese
English