Corporation and Investment， Securities and Capital Market， Fund，
Prior to joining Gaopeng,Lawyer Xian Yu worked for a red circle firm to assist multiple companies in completing mergers and acquisitions and listing in the capital market
Lawyer Xian Yu also worked as a senior manager for an energy industry merger and acquisition fund.During this period,he completed multiple overseas oil and gas field mergers and acquisitions,with a transaction value of over US$1 billion.His partners include internationally renowned energy companies,foreign banks,and multinational sovereign funds
Lawyer Xian Yu has also accumulated rich experience in cross-border financing fields such as overseas funds,overseas trusts,cross-border loans,and overseas financial leasing
Doctorate Candidate for Philosophy of Law at the National University of Milan (Italy) Legal Sociology
International Academy of Law and Society (Spain) Master of Law and Sociology
Master of Laws in International Law, University of Rotterdam, Erasmus, Netherlands
Bachelor of Arts, Beijing Normal University
Provide legal services for Jianlong Heavy Industries Malaysia finance leasing project
Providing lender legal services for a loan project of VTB Bank in Russia
Providing financier legal services for an investment project of a Russian direct investment fund
Providing lender legal services for a loan project of Russia's Gazprom Bank
Provide financing party legal services for a loan project of the Islamic Development Bank
Providing legal services for Sino Ocean Real Estate's issuance of US dollar bonds and Hengsheng Real Estate's issuance of US dollar bonds
Provide financing party legal services for the stock pledge project of PetroChina (603619)
Providing legal services for the lottery winning project of Southern Media (601900)
Providing legal services for the investment and establishment of Xinguang Group's Mexican subsidiary
Provide legal services for the negotiation and signing of framework agreements with the government of the Republic of Trinidad and Tobago for agricultural investment of the Singuang Group
Providing legal services for a consortium to acquire 42 oil and gas fields in Uzbekistan
Providing legal services for the sale of an oil and gas sector delisted from the Australian Exchange
Provide legal services for Baihong Growth Fund to acquire preferred shares of Didi Red Chip entities
Leading the acquisition project of Tenge oil and gas field in Kazakhstan
Leading the acquisition of offshore oil and gas fields in Kazakhstan
Leading Kazakhstan Steel Oil and Gas Field Acquisition Project
Leading the acquisition project of Russia's Jonah oil and gas field
Leading an Iraqi oil field acquisition project
Led the acquisition of California 18MW photovoltaic power station project with Silverado Energy Fund
Led a photovoltaic power station investment project in Türkiye
Leading a photovoltaic power station investment project in Argentina
Provide buyer's legal services for ASPZ's acquisition of domestic intelligent manufacturing enterprises (Xianke Environmental Protection, Bolichang Intelligent, Zhongtuo Petroleum, and Longxin Technology)
Currently providing legal services for a vehicle manufacturing enterprise to be listed on NASDAQ SPAC
Providing legal services for a TMT company's listing on NASDAQ SPAC
Provide legal services for the initial public offering project of a photovoltaic microgrid enterprise on the Growth Enterprise Market
Member of the project team for the initial public offering (002884) of Guangdong Lingxiao Pump Industry Co., Ltd
For Asia Properties, Inc (ASPZ) Providing Chinese lawyer legal services for the IPO of the Nasnak Capital Market segment
Responsible for the listing project of Shenzhen Canyou Software Co., Ltd. in the national small and medium-sized enterprise share transfer system (834579)
Responsible for the listing project of Shenzhen Canyou Electronic Shanwu Co., Ltd. in the national small and medium-sized enterprise share transfer system (836041)
Responsible for the listing project and private placement project of Shenzhen Lingyao Oriental Technology Co., Ltd. in the national small and medium-sized enterprise share transfer system (832312)
Responsible for the listing project and private placement project of Shenzhen Boxin Technology Co., Ltd. in the national small and medium-sized enterprise share transfer system (834152)
Responsible for the listing project and private placement project of Shenggao Chain Hotel Management Co., Ltd. in the national small and medium-sized enterprise share transfer system (833623)
Responsible for the listing project and private placement project of Shenzhen Dajunhong Technology Co., Ltd. in the national small and medium-sized enterprise share transfer system (839760)
Responsible for the listing project and private placement project of Guangdong Hongjing Technology Co., Ltd. in the national small and medium-sized enterprise share transfer system (838436)
Provide legal services for Dawnlight Capital to establish a US dollar securities investment fund in Cayman
Provide legal services for Baihong Investment to establish a US dollar equity investment fund in BVI
Providing legal services for Prosperity Wealth Management Hong Kong Dollar Fund and Hainan QFLP Fund
Provide legal services for Shanghai Yunzhou Capital and Dingcheng Capital to register as private fund managers
Provide legal services for the establishment of Shanghai Juntong Investment Jiashan QFLP Fund
And provided legal services for the Photovoltaic Merger Fund between Zhongli Group and Beijing Electric Power Construction Co., Ltd
Providing legal services for the issuance of legal opinions on multiple real estate trusts of Zhongrong Trust
Assist Zhongrong Trust in designing the transaction structure of family trust
Issue legal opinions for multiple real estate projects financing or acquisition of CITIC Trust, Xinhua Trust, and Zhongrong Trust loan projects in the Shenzhen Office of Great Wall Asset Management
Provide legal services for trust architecture design and agreement drafting for Hong Kong Wall Street trust companies
"Overseas Capital Markets Series: Listing in Switzerland", published in Vico Advanced Legal Information Base, February 2023
"Overseas Investment Transactions Series | I Hear that you have two intentions, so I have come to make a decision on exit arrangements", published in the WEEKO Advanced Legal Information Base, December 2022
Overseas M&A Transaction Series | Box Lock or Unlocked: Observations from the the Belt and Road, contained in WEIKE Advanced Legal Information Database, August 2022
- Chinese
- English
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2023 02/10
Overseas Capital Markets Series | Listing in Switzerland
At the 2015 Sino UK Economic and Financial Dialogue, the Chinese and British governments announced the launch of a feasibility study of the Shanghai Luntong mechanism. Since then, the curtain has opened for Chinese companies to go to the London Exchange to raise funds. In 2018, relevant regulations of the Shanghai Luntong Stock Exchange were introduced, formally establishing a mechanism for mutual issuance of depositary receipts between the Shanghai Stock Exchange and the London Stock Exchange. In 2019, the first GDR issued by an A-share listed company under the Shanghai Luntong mechanism was listed on the London Stock Exchange. In 2021, the CSRC solicited opinions on the new regulations of the China Europe Link mechanism and expanded and optimized the capacity of Shanghai Luntong. In 2022, China Securities Regulatory Commission (CSRC) issued new regulations on the China Europe Link mechanism, which included Germany and Switzerland into the scope of application of the interconnection and exchange of depository receipts business between domestic and foreign stock exchanges. At the same time, the Shanghai and Shenzhen Stock Exchange also issued relevant supporting rules.
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2022 12/23
Overseas Investment Trading Series | I have heard that you have two intentions, so I have come to make a decision on the exit arrangement
Whether Chinese companies invest through greenfield or brownfield, in overseas investments and with counterparties, they ultimately need to confirm the commercial arrangements for their investments in relevant transaction agreements, such as equity acquisition agreements and shareholder agreements. An important part that partners should consider when determining the underlying legal documents is the relevant exit arrangements. In the business world, the life cycle of a joint venture company can vary, but on average, the median life of a joint venture company is 10 years, which means that it is important to draft fully considered exit clauses in the relevant legal documents of the joint venture company. At the same time, a complete negotiation exit arrangement is also a legal protection against the failure of an investment project. However, at the initial stage of the project, the mood of the partners is passionate and they are confident about the cooperation prospects. In the project model, the focus is on the cash flow forecast above the breakeven point. Stress testing is more to prove the feasibility of the project than to consider and respond to the extreme black swan situation. In addition to matching the investment strategy and development strategy of the enterprise, the final exit mechanism is also relatively complex: unlike other mechanisms, exit mechanisms are scattered across different parts of the contract, including default clauses, compensation clauses, and dilution clauses. Therefore, we believe it is necessary to conduct a centralized review of the exit mechanism to assist Chinese enterprises in their overseas investment work.
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2022 12/22
Overseas Investment Trading Series | Introduction to the New EU Vertical Exemption Regulations
"Wealth Management · Shiye" has been officially launched since today. Every half month, we summarize important policies, regulations, and regulatory information on wealth management, finance, and related industries at home and abroad. We are willing to share industry information and cutting-edge trends with you, enhance the professional level of our departments through in-depth research, create a unique service platform in the wealth management field of Gaopeng Law Firm, and contribute to the development of the financial field. Sincerely invite and thank you for your attention!
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2022 11/10
Overseas Financing Transaction Series | Interest Rate Chapter: Written on the eve of LIBOR interest rate conversion
In the past few decades, Interbank Offered Rate (LIBOR) has been the cornerstone of the global financial system, providing a reference for pricing various financial agreements, the most important of which is the London Interbank Offered Rate (LIBOR). By 2018, when the global market decided to shift from LIBOR, there were approximately $400 trillion worth of financial agreements around the world that were linked to LIBOR pricing (financial agreements included everything from derivative financial agreements to loan agreements and interest rate agreements). Currently, major global markets, including the Hong Kong Monetary Authority, the Bank of England, and the Federal Reserve Bank of New York, have made it clear that no LIBOR interest rate agreement can be entered into after December 31, 2021. Certain dollar denominated LIBOR agreements are valid until June 30, 2023, but are limited to legacy contracts. According to the "Best Practices for Completing the LIBOR Transition from LIBOR" and other guidance documents published by the Alternative Reference Rates Committee (ARRC), it is no longer recommended to use US dollar LIBOR as the reference interest rate for new commercial loan agreements signed after June 30, 2021; If market participants still insist on using US dollar LIBOR in loan agreements, they need to at least ensure the inclusion of fallback language, and ensure that there are other interest rate mechanisms that can replace LIBOR after the disappearance or loss of representativeness of US dollar LIBOR.
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2022 09/30
信托进入不良资产处置的法律安排及在监管新规下的意义
一、信托进入不良资产处置的路径讨论目前不良资产企业及信托公司积极的介入了房产企业的不良资产管理业务。本月中信信托首单资产隔离财产权信托项目成功落地，“中信信托·顺义上和府财产权信托项目”、“中信信托·密云上河院财产权信托项目”于8月份在中国信登完成了初始登记。该项目为中信信托、中信银行与中信城开共同设立的业内首单以资产隔离为目的，以项目底层资产作为信托财产的财产权信托项目，通过运用信托机制，落实“
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2022 09/29
S基金及法律尽调实务简析
一、什么是S基金顾名思义，有二级（secondary）的基金，则对应应该有一级（primary）的基金。在传统的一级基金（primary fund）的场景里，投资人认购基金发行的份额，承诺根据基金管理人的打款通知支付投资款，以供基金管理人投资单体项目（单体模式）或挑选项目投资（盲池模式），等待项目成熟退出后获得基金分配的收益和本金。与按照一般性募集程序发行的一级基金（primary fund）相比，S基金则是专注于投资私募股权投资二级市
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2022 07/21
Fund tax, every penny paid
As an important vehicle for collective investment, private equity funds (hereinafter referred to as "private equity funds", "RMB funds", or "funds") have a significant impact on the performance of the fund, and have a significant impact on the establishment, investment, and exit stages of the fund, as well as on fund investors, fund managers The fund itself and different entities of the invested enterprise have different applications and impacts. Therefore, an important driving force for the development of private equity funds is taxation. From the development of RMB funds over the past 30 years, it can be seen that the structure of RMB funds has undergone multiple rounds of iterative evolution. Although the fund structure has become more complex, the nature of the income received by various tax payers, especially fund managers, is relatively clearer, and the tax burden borne by each entity is more determined and easy to handle (as shown in the figure below). It can be said that tax considerations are the most important force driving the evolution of the fund structure.
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2022 06/27
"Although it's too late, it's bound to arrive!"!
At 19:55 p.m. on June 2, 2022, the China Securities Investment Fund Association (hereinafter referred to as the Association) released the Notice on Matters Related to the Registration and Filing of Private Fund Managers (ZJXZ [2022] No. 203, hereinafter referred to as the Notice on Registration and Filing) on its official WeChat official account. The Registration and Filing Work Notice has issued a total of four documents. On the one hand, it updated the "List of Application Materials for Registration of Private Fund Managers" (hereinafter referred to as the 2022 List or the 2020 List, which is divided into two categories of managers: securities and equity) issued in 2020, and on the other hand, it has newly issued the "Points of Attention for Filing of Private Investment Funds" (hereinafter referred to as the "Points of Attention for Filing", which is divided into two categories of funds: securities and equity). Given that the "Registration and Filing Work Notice" is an important regulatory policy document of the Association in recent years, major law firms have conducted many interpretations and explanations of the document No. 203. "A good meal is never too late. After participating in the training organized by the association to further master and clarify regulatory standards, we conducted a practical interpretation of the specific content of this change, combined with market operations, and provided relevant analysis opinions. We hope to be helpful to the compliance management of private fund managers.".
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2022 06/10
Overseas Financing Transaction Series | Financing Structure Chapter: Exploring the Optimization of Financing Structure through Participation Mode
In overseas financing transactions, the establishment of the financing structure provides the foundation for the success of the project. This article takes the adjustment of a financing project structure handled by the author as an example to explore the optimization of the financing structure in overseas financing transactions.
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2022 06/02
Overseas M&A Transaction Series | Box Lock or No Lock, from the practical observation of the the Belt and Road
In the past few years, I have participated in M&A transactions, and I feel that Chinese companies are increasingly using lockbox mechanisms (or de facto lockbox mechanisms) to complete M&A transactions in the process of overseas M&A. This is also consistent with the trend observed by practitioners in other regions of the world (Ireland, the United Kingdom, South Africa, and other places). As a Chinese practitioner, I would like to make some observations on this trend.
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2022 05/17
Overseas Financing Transaction Series | Financial Commitment: Lenders' Safety Net
In the financing of overseas transactions, the granting of loans by lenders to borrowers is accompanied by a series of requirements that borrowers must comply with after determining the lending relationship. Overseas lenders are very strict with the requirements and management of borrowers after loans. The author has repeatedly encountered situations where foreign financing banks require seats on the board of directors of the target project company. A series of related commitments made by a borrower to a lender in connection with obtaining a loan. An important part of the lender's obligations to the borrower after the loan is reflected in financial covenants. In addition, there are non-financial commitments, which will be detailed in a separate article.
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2022 05/07
Overseas Financing Transaction Series | Term Sheet: Taking the LMA Guide as an Example
In the financing of overseas transactions, the lender expresses its willingness to participate after initial contact with the borrower, and will send a term sheet to the borrower, including the basic information of the loan, as well as the security measures and financial commitment arrangements established based on the judgment of the borrower and the project's risk points. The lender and borrower will further discuss the term sheet, clarify more information, and negotiate a mutually acceptable version. The determined term sheet becomes an important document for the internal resolution of the lender's credit committee, and becomes the basis for both parties to negotiate and determine the loan agreement after being approved by the credit committee. It can be seen that the term sheet is an important document connecting the preceding and the following in financing transactions. During the working phase of the term sheet, both parties communicated on risk points and corresponding risk pricing, reached an agreement, and laid the cornerstone of the entire transaction.
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2022 04/20
An Analysis of the Latest Regulations on QFLP Funds in the Detailed Rules of the Beijing Administration of Foreign Exchange
On April 6, 2022, the Beijing Administration of Foreign Exchange further issued the "Notice on Printing and Distributing the" Implementation Rules for the Pilot Policy of Deepening Capital Account Facilitation Reform in Beijing "(the" Implementation Rules "), which is another major policy update following the" Notice on Further Improving the Capital Account Facilitation Level in Beijing "issued by the Beijing Administration of Foreign Exchange on March 10, 2020. The implementation rules aim to further enhance the level of cross-border investment and financing facilitation in Beijing, promote the expansion and opening up of the capital's financial industry, and assist in the construction of the comprehensive demonstration zone for the expansion and opening up of the national service industry and the China (Beijing) Pilot Free Trade Zone. The implementation rules include nine chapters, which mainly include expanding the pilot scope of one-time registration of foreign debts, simplifying the management of foreign debt accounts, simplifying the foreign exchange management of the qualified overseas limited partner system, simplifying the foreign exchange registration management of overseas listing of domestic companies, simplifying the foreign exchange registration management of foreign employees of domestic listed companies participating in equity incentive plans, and expanding the pilot scope of domestic and foreign currency integrated fund pools for multinational companies Institutional innovations have been made in matters such as in-process and post event supervision and risk prevention and control, and one-time registration of foreign debts of enterprises in the Beijing Free Trade Zone, the Qualified Foreign Limited Partner System (QFLP) in Beijing, the registration, change, and cancellation of overseas listing of domestic companies in Beijing, and the registration, change, and cancellation of participation of foreign employees in equity incentive plans of domestic listed companies in Beijing, Specific business guidelines have been issued in the form of annexes to the implementation rules for the five businesses of multinational companies' local and foreign currency integrated fund pools. The relevant provisions of the Implementation Rules and its annex, "Guidelines for the Pilot Foreign Exchange Management of the Qualified Foreign Limited Partner System (QFLP) in Beijing" ("QFLP Foreign Exchange Guidelines"), further clarify the relevant landing issues of QFLP funds in Beijing. This article will attempt to provide a brief introduction to the QFLP foreign exchange guidance in conjunction with the "Interim Measures for Conducting Qualified Foreign Limited Partners Pilot Projects in this City" (the "Interim Measures") issued by the Beijing Local Financial Supervision and Administration Bureau and the Beijing Municipal Market Supervision and Administration Bureau on May 6, 2021.
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2022 04/13
Corporate Compliance Series | Eight Questions to Clarify EU Sanctions Policy against Russia
After the outbreak of the Russia-Ukraine conflict this year, the United States, the European Union and their allies escalated against Russia. The industry has conducted in-depth discussions on the economic sanctions and export controls imposed by the United States on Russia. Although the EU's sanctions policies have no extraterritorial effects, Chinese enterprises also pay attention to EU related sanctions policies, especially transactions and related contracts with EU elements. The following is a brief introduction to the EU's sanctions policy in the form of question and answer.
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2022 03/21
Black Clouds Overcome Cities and Toward Destruction: An Article Clarifying the US Sanctions Policy towards Russia
Last month, Russia launched a special military operation against Ukraine, causing a huge shock in the international community. The United States and its allies have introduced a series of new sanctions against Russia. Since the Crimean incident in 2014, the United States has continuously upgraded and developed its sanctions laws against Russia, which have had a huge and far-reaching impact on global enterprises, forming a complex legal issue. This article hopes to systematically review the sanctions laws of the United States against Russia, provide reference for Chinese enterprises in the current responsible international situation, and effectively identify and handle risks.
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2022 09/23
Gaopeng Wealth Management Team Successfully Held an Internal Seminar on "Legal Research on Investment and Immigration in Singapore"
In September 2022,the wealth management team of Gaopeng Law Firm successfully held a seminar with the theme of"Legal Research on Investment and Immigration in Singapore".The presenter of this seminar is lawyer Xian Yu from the wealth management team.
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2022 04/18
Gaopeng Reading Club Issue 95: Resumption of a Failed Overseas Oil and Gas Merger and Acquisition Case
On April 15, 2022, the 95th sharing activity of "Gaopeng Reading Club" was held in the conference room of Gaopeng Law Firm's Beijing Office. The sharing guest of this event is Lawyer Xian Yu, a consultant to Gaopeng Law Firm. Lawyer Xian Yu has studied in many well-known universities at home and abroad, and has rich theoretical knowledge and practical experience in capital markets, overseas energy project mergers and acquisitions, and related fund and securities financing work.
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2022 03/09
Sincerely welcome industry veteran Xian Yu to join Gaopeng
We sincerely welcome veteran expert Xian Yu to join Gaopeng and work in Gaopeng's Beijing office.Ms.Xian Yu's main areas of practice include corporate mergers and acquisitions,investment and financing in the energy industry,the establishment of private equity funds and overseas funds,the preparation of fundraising documents,and domestic and overseas listing businesses.You can use Chinese,English,and French as the working languages.
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2023 02/17
Assisting cross-border transactions, Mr. Gao Peng provides legal services for the outbound investment business of Chinese enterprises
Recently, the legal team led by Xian Yu, a consultant of Gao Peng Law Firm, successfully provided special legal services for the overseas M&A bidding project of Chongqing Heruikang Grain and Oil Co., Ltd. (hereinafter referred to as "Heruikang"). The professionalism and accuracy of this service have been highly recognized by customers.
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2022 11/04
Gao Peng Law Firm was successfully shortlisted for the legal service organization database of Beijing Infrastructure Investment Co., Ltd
Recently, Gao Peng Law Firm was successfully shortlisted as a qualified supplier of legal service institutions of Beijing Infrastructure Investment Co., Ltd. (hereinafter referred to as "Beijing Investment Company"), and the bidding team of Beijing Head Office added new performance. For this legal service warehousing project, lawyers such as Li Chaoyu, Wu Ailing, Xian Yu, Li Zongjiang, Wang Jing and Jia Weibo of Gaopeng Law Firm carefully prepared the bidding documents, and the Ministry of Administration supported them.