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Xiaomin RAO
Equity Partner / Shenzhen
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Email raoxiaomin@zhonglun.com
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Practices
Chinese Mainland Capital Markets, Investment/M&A & Corporate Governance, Litigation & Arbitration
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Industries
Energy & Power
Xiaomin RAO
Since admission to the PRC Bar in 2006, Ms. Rao has been practicing law in the areas of capital markets/securities, M&A, and economic litigation and arbitration, accumulating a wealth of practical experience. Her professional and high-quality legal services have earned the trust and recognition of her clients ranging from listed companies and large and medium-size enterprise groups to technology start-ups. Ms. Rao has served as mentor for small business start-ups in the Tianjin Economic and Technological Development Zone, and has worked with many industry incubation platforms and industry funds to provide one-stop services regarding equity structure, investment and financing, corporate compliance, capital operation, and IPO to small and medium-sized technology enterprises.
Representative Matters
Capital Markets
Acted as issuer’s counsel in the A-share IPO of Shenzhen Xiangfeng Hua Technology Co., Ltd.
Acted as issuer’s counsel in the A-share IPO of Shenzhen Ruifeng Optoelectronics Co., Ltd.
Acted as issuer’s counsel in the A-share IPO of Shenzhen Jinjia Group Co., Ltd.
Acted as issuer’s counsel in the A-share IPO of Shenzhen Topband Co., Ltd
Acted as issuer’s counsel in the A-share IPO Shenzhen Zhongjin Lingnan Co., Ltd.
Acted as issuer’s counsel in the A-share IPO of Guangzhou Baiyun International Airport Co., Ltd.
Acted as issuer’s counsel in the A-share IPO of Guangdong Eaton Electronic Technology Co., Ltd.
Acted as issuer’s counsel in the issuance of B shares by Wuxi Xiaotian Swan Co., Ltd.
Acted as issuer’s counsel in the issuance of B shares by Wafangdian Bearing Co., Ltd.
Acted as issuer’s counsel in the issuance of B shares by Liaotong Chemical Co., Ltd.
Acted as issuer’s counsel in a rights issue by Shenzhen Tianma Microelectronics Co., Ltd.
Acted as brokerage’s counsel in the A-share IPO of Xintian International Trade Co., Ltd.
Acted as brokerage’s counsel in the A-share IPO of Shenzhen SeG Electronics Co., Ltd.
Ms. Rao also provided legal services for the initial public offering of China Railway Communication Signal Corporation (03969H+688009.SH), the issuance of China Depository Receipts (CDR) by Lenovo Group (HKSE:992), the non-public offering of A-shares by China Publishing Media Corporation (601949.SH), China Nuclear Power Corporation (601985.SH), Beijing Eagle Pupil Technology Development Co. Ltd. (HK2251), Beijing Feng Shang Century Culture and Media Co., Ltd. (the first eligible company under the registration system of 300860 GEM), Jinzhou Shen Gong Semiconductor Company Limited (688233.SH), Jiangsu Kangzhong Digital Medical Equipment Company Limited (688607.SH), and Shenzhen Zhongjin Lingnan Co. Ltd., as well as the public issuance of convertible bonds by Beibu Gulf Port Co. Ltd. and Shenzhen Zhongjin Lingnan Co. Ltd.
Investment and Mergers
Advised Shenzhen Zhongjin Lingnan Co., Ltd. on its acquisition of overseas listed companies
Advised Guangxi Beibu Gulf International Port Group Co., Ltd. on its overseas acquisition
Advised on the transfer of a controlling stake in Shenzhen Sea Communication Technology Co., Ltd.
Advised Guangdong Jun Hao on its acquisition of equity interests in Heaven and Earth (Group) Co., Ltd.
Advised on the transfer of a controlling stake in Shenzhen City Road Supply Chain Control Management Co., Ltd.
Advised Shenzhen Billiton Bond Co., Ltd. on its acquisition of companies listed on the New Third Board with cash payment
Advised Maoye Communication Network Co., Ltd. on multiple major asset restructuring projects
Advised Maoye Business Co., Ltd. on multiple major asset restructuring projects
Advised Shenzhen Refond Optoelectronics Co., Ltd. on its acquisition of assets through share issuance and cash payment and fundraising therefor
Advised Shenzhen Seg Co., Ltd. on its acquisition of assets through share issuance cash payment and fundraising therefor
Advised Chinese Media (600373.SH) on its acquisition of assets through share issuance and fundraising therefor
Dispute Resolution
Provided full-range legal services to a medical equipment enterprise in the arbitration concerning a dispute over a contract for the international sale of goods
Provided full-range legal services to Shenzhen Ankesun Electronic Manufacturing Co., Ltd. for its road cargo transport contract dispute against Shenzhen Tengdashun International Logistics Co., Ltd.
Provided full-spectrum legal services to Shenzhen Lihe Optoelectronic Sensing Co., Ltd. in a dispute concerning the VAM clause of a capital increase agreement
Provided legal services for loan guarantee disputes between Shenzhen Chunerxin Investment Development Co., Ltd., Shenzhen Branch of China Construction Bank Co., Ltd., and the person subject to enforcement
Provided legal services for a construction contract dispute between the Shenzhen Yantian Bureau of Construction and Engineering Affairs and Hangzhou Landscaping Co., Ltd., concerning the renovation project of Haijing Road, Yantian District, Shenzhen
Provided legal services for contract disputes between Shenzhen Ruifeng Optoelectronics Co., Ltd. and Hangzhou Jufu Optoelectronics Co., Ltd.
Provided legal services to Shenzhen Fengxinze Investment Development Co., Ltd. for its lease contract dispute
Retainer-based Legal Services
Provide retainer-based legal services to:
Shenzhen Jinjia Group Co., Ltd.
Shenzhen Xiangfeng Hua Technology Co., Ltd.
Shenzhen Ruifeng Optoelectronics Co., Ltd.
Kangjia Group Co., Ltd.
Qizheng Machinery Co., Ltd.
Shenzhen Topang Co., Ltd.
Shenzhen Zhongjin Lingnan Nonferrous Metals Co., Ltd.
Shenzhen Yutong Packaging Technology Co., Ltd.
Guangdong Wanhe New Electric Co., Ltd.
Fujian Yongfu Electric Power Design Co., Ltd.
Chinese World Publishing Media Group Co., Ltd.
Quantong Education Group (Guangdong) Co., Ltd.
Shenzhen Jiahong Dental Medical Co., Ltd.
Guangzhou Development Zone Talent Work Group Co., Ltd.
Shenzhen Yantian District Construction Engineering Bureau
Shenzhen Yantian Donggang Wharf Co., Ltd.
Shenzhen CGN Phase III Industrial Investment Fund Partnership (LP)
Shenzhen Shenshabao (Group) Co., Ltd.
Shenzhen Branch of Jiyou Bank Co., Ltd.
Skyworth Group Co., Ltd.
Shenzhen Qianhai Liansu Commercial Factoring Co., Ltd.
Tianjin TEda Technology Development Group Co., Ltd. and the area enterprises
Shenzhen Easy Construction Technology Co., Ltd.
Guangdong Jinru Yunhai (Group) Co., Ltd.
Shenzhen Jinjia Real Estate Development Co., Ltd.
Shenzhen Dazu Robot Co., Ltd.
Shenzhen Dashi Qiyun Intelligent Medical Co., Ltd.
Shenzhen Baoneng Investment Group Co., Ltd.
Shenzhen Zhenchanghe Technology Co., Ltd.
Shenzhen Precision Health Food Technology Co., Ltd.
Shenzhen Nuoran Mattel Technology Co., Ltd.
Shenzhen Huizhuang Creative Technology Co., Ltd.
Shenzhen Huaxu Technology Development Co., Ltd.
Shenzhen Xiaowo Financial Information Service Co., Ltd.
Shenzhen Weijunhui Investment Development Co., Ltd.
Shenzhen Star Nai Education and Culture Co., Ltd.
Lhasa Zidong Technology Co., Ltd.
Shenzhen Yantian Port Investment Holding Co., Ltd.
Qianhai Insurance Exchange (Shenzhen) Co., Ltd.
Huawei Technologies Co., Ltd.
Shenzhen Ankesun Industrial Co., Ltd.
Huizhou Dacheng Microelectronics Materials Co., Ltd.
Asia Factoring (Shenzhen) Co., Ltd.
Honors and Awards
For Individual
A-share IPO market issuer lawyers TOP25, New Fortune, 2010
Outstanding Mediator, the Belt and Road International Commercial Mediation Center, 2020
Memberships & Affiliations
Director, Shenzhen Law Society
Secretary General, Securities Law Research Association
Vice Chairman, the 11th Securities Law Professional Committee of Shenzhen Lawyers Association
Legal Expert, Expert Database of Legal Experts on Rule of Law Construction and Major Administrative Decisions in Futian District, Shenzhen
Expert on the listing of “Xingyao Pengcheng” in Shenzhen
Member, Political Participation Committee of Shenzhen Lawyers Association
Member, Internship Working Committee of Shenzhen Lawyers AssociationVice President, Shenzhen Alumni Association of Southwest University of Political Science and Law
Director, South China Alumni Association of Shanghai Advanced Institute of Finance, Shanghai Jiao Tong University
Director, Shenzhen Financial Investment Club of China Europe International Business School
Arbitrator, Qingdao Arbitration Commission
Arbitrator, Zhuhai Arbitration Commission
Arbitrator, Tianjin Arbitration Commission
Arbitrator, Chongqing Arbitration Commission
Arbitrator, Guangzhou Arbitration Commission
Arbitrator, Changsha Arbitration Commission
Arbitrator, Hangzhou Arbitration Commission
Mediator, People’s Court of Nansha District of Guangzhou
Director, Belt and Road Commercial Mediation Office of Luohu District People’s Court
Former Entrepreneurship Mentor (for small businesses in Tianjin Economic and Technological Development Zone)
Former Member, Shenzhen Youth Federation
Former Member, CPPCC Committee of Yantian District, Shenzhen
Former Member, Yantian Youth Federation
Publications
“Indirect Exit of Cross-border Investment Funds through Offshore Loan under Internal Guarantee”, co-author, Commercial Law, 2017
“The Application of Non-litigation Thinking in Litigation”, co-author, Commercial Law, 2017
“Analysis of the Effectiveness of External Guarantees by Companies in the Era Following the Issuance of the Minutes of the National Court Work Conference for Civil and Commercial Trials 2019: A Perspective of Second Instance Cases in the Supreme People’s Court and Guangdong Province” (co-author), Judicial Reform Review, 2020
“IPO Q&A from a Practical Perspective”, Law Press China, August 2024
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Bar Admissions/Professional Qualifications
PRC Bar, 2006
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Education
LL.M. in Economic Law, Southwest University of Political Science and Law
LL.B., Southwest University of Political Science and Law -
Professional Experience
Partner, Zhong Lun Law Firm, September 2015 to present
Partner and director, Beijing Grandway Law Offices, July 2012-September 2015
Partner and director, Beijing Kaiwen Law Firm, July 2008-June 2012
Managing partner, Guangdong Shentaihetai Law Firm, July 2007-June 2008
Associate, Guangdong JunYan Law Firm, October 2005-June 2007
Secretary of the Youth League Committee, Director of the Legal Office, Director of the Party Committee Office, Head of Human Resources, and Supervisor, Shenzhen Dongpu Industry Group Co., Ltd., April 1996-October 2005
Counsel, Shenzhen Yantian Port Group Co., Ltd., July 1993-March 1996 -
Languages
Chinese
English