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CV

Rachel Xia

Rachel Xia is admitted to practise in the PRC, England & Wales, and New York State, USA.

She has in-depth experience in cross-border M&A and investments, with a particular focus on cross-border M&A globally in the mining and natural resources, and power and energy sectors.

As lead legal counsel for cross-border M&A transactions, Rachel has frequently led large and complex transactions across multiple jurisdictions, managing and coordinating the work of local legal counsel in numerous countries and regions, leading the drafting and negotiation of transaction documents, overseeing each transaction from inception through to closing, and post-closing matters.

Her practice spans mining and natural resources, renewables, power, energy, oil and gas, and infrastructure sectors, across Africa, the CIS region, Latin America, South America, Australia, Canada, Southeast Asia, the Middle East, the US, Europe, and the UK.

Representative Matters

Mining and Natural Resources

  • Advised Matrix Resources on a USD 260 million acquisition of 70% group interest in Meyas Sand gold mine from Perseus in Sudan

  • Advised a Chinese state-owned gold mining company on its acquisition of a gold mine in West Africa (USD 600 million to USD 800 million

  • Advised a Chinese state-owned gold mining company on its acquisition of RG Gold in Kazakhstan (USD 1.2 billion)

  • Advised a Chinese state-owned mining company on its acquisition of a nickel mine in East Africa (USD 600 million to USD 900 million)

  • Advised a Chinese mining company on its acquisition of a potash mine in the Republic of Congo

  • Advised a Chinese mining company on its acquisition of a gold mine in Zimbabwe

  • Advised a mining company in connection with the sale of a gold mine in Mali and the investment by strategic investors

  • Advised a subsidiary of a Chinese listed mining company on its acquisition of a gold mine in Zimbabwe

  • Advised a Chinese listed company on its joint development of a lithium mine in Mozambique

  • Advised Qinghai Salt Lake, a Chinese mining SOE, on its investment in and acquisition of mining exploration rights in the Republic of Congo

  • Advised Rio Tinto, a dual-listed company in London and Australia, on its USD 476 million sale of 74.5% shares in the Palabora Mining Company in South Africa to a consortium led by a Chinese SOE

  • Advised Tongling Non-ferrous on the operation of mining services in DRC

  • Advised a China-listed state-owned mining company on the operation of critical mining assets and national security review in Canada

  • Advised Tongling Non-ferrous on Mirador copper mining assets in Ecuador

  • Advised Nautilus, a Canadian-listed Australian company, on an off-take agreement with Tongling Non-ferrous concerning copper from the deep sea of Papua New Guinea

  • Advised a Chinese SOE on off-take agreements in respect of investment in mining assets in Australia

  • Advised a Chinese private company on its acquisition of a quartz mine in Indonesia

  • Advised a Chinese listed SOE on its investment in a chemical industrial park and coal chemical plants in Indonesia, with a total investment exceeding USD 4 billion

  • Advised a Chinese Fortune 500 state-owned pharmaceutical company on establishing a joint venture company and acquisition of trademarks in Indonesia

  • Advised a Chinese mining SOE on its acquisition of majority interest in a molybdenum and copper mine in the Republic of Cameroon

  • Advised a Chinese SOE on its acquisition of a gold mine in Kyrgyzstan and Kazakhstan

  • Advised a state-owned fund on its acquisition of a copper mine in DRC

  • Advised an A-share listed company on a USD 142 million acquisition of 100% shares held by an Australian listed company in gold mines in South Africa

  • Advised a Chinese SOE on its bid for acquisition of a coal mine in Canada

 

Power, Energy, and Oil and Gas

  • Advised a Chinese central power company on its investment in a hydro power station in Uzbekistan and a joint venture with the Uzbekistan national company

  • Advised a Chinese central SOE on its acquisition of solar plants in Bangladesh

  • Advised China Development Bank in connection with the acquisition by a renewable energy company of solar photovoltaic power projects in Italy

  • Advised a Canadian investor on its investment in a wind farm in Inner Mongolia, China

  • Advised a private Chinese enterprise in the energy, oil, and chemical industry on its acquisition of controlling interests in an offshore oil field

  • Advised MIE Holdings, an H-share listed company, on its USD 154.9 million sale of 60% equity in its oil field in Kazakhstan to Malaysian company Reach Energy Berhad

  • Advised an A-share listed company on its USD 400 million acquisition of oil assets in Texas and Louisiana, US

  • Advised an A-share listed company on its USD 665 million acquisition of 95% shares in a Houston company which holds oil assets in Texas and California, US

  • Advised a Hong Kong energy company on the development of oil and gas fields in Ethiopia, including the drafting and negotiation of agreements related to pipelines and land, intergovernmental agreements, and EPC contracts

  • Advised CNOOC on its bid for upstream oil and gas assets in Africa

  • Advised CNOOC on legal matters concerning its operation of oil and gas assets in Kenya

  • Advised a Chinese SOE on its bid to acquire 40% shares in an oil field in Brazil

  • Advised a Hong Kong company on the drafting and negotiation of a long-term LNG sale and purchase agreement with Shell

  • Advised a company on the drafting and negotiation of a long-term LNG sale and purchase agreement with Glencore

  • Advised a Hong Kong company on the drafting and negotiation of a long-term LNG sale and purchase agreement with a German energy company

  • Advised a company on the drafting and negotiation of a long-term LNG sale and purchase agreement with E.ON

  • Advised the controlling shareholder Mr. Liu Changle on his sale of controlling shares (21% to a Chinese company; and 16.93% to a Hong Kong listed company) in a HK listed company, Phoenix TV

  • Advised Softbank on its sale of a subsidiary in Hong Kong

  • Bar Admissions/Professional Qualifications

    PRC Bar
    England and Wales Bar, UK
    New York State Bar, US

  • Education

    University of Pennsylvania
    King’s College, University of London
    China University of Political Science and Law

  • Professional Experience

    Zhong Lun Law Firm
    Chan & Jamison LLP, Hong Kong
    Herbert Smith Freehills LLP, Hong Kong
    Norton Rose Fulbright LLP
    Freshfields Bruckhaus Deringer LLP

  • Languages

    Chinese
    English