Huili Zhao

Practice Areas

Ms. Vicky Zhao is currently a partner at JunHe LLP Beijing office with more than fifteen years of experience in cross-border dispute resolution. Prior to joining JunHe, Vicky had worked with a “magic circle” international law firm, Singapore International Arbitration Centre (SIAC) and other renowned Chinese law firms. During her time with SIAC as legal counsel and senior manager (China)，she administered over 100 international commercial arbitrations.

Vicky specialises in complex cross-border dispute resolution. She has represented clients in both domestic and international arbitrations under various arbitration rules, such as SIAC, ICC, HKIAC, CIETAC, BAC and UNCITRAL Arbitration Rules. She also represents clients in litigations and arbitration-related court proceedings before different levels of the Chinese courts. Her practice mainly focuses on corporate and commercial dispute matters, such as private equity investment, M&A, corporate governance, joint venture, shareholder disputes, D&O liabilities, finance and securities, etc.

Ms. Zhao received accolades from Chambers and Partners, the Legal 500 and Benchmark Litigation for her expertise in dispute resolution, especially in international arbitration. In 2024, she was named as one of the “A-List” lawyers by the China Business Law Journal.

Ms. Zhao is also an adjunct professor at the School of Juris Master, China University of Political Science and Law, and a part-time mentor of the "International Lawyer Training Programme".

Career

Admitted to practice in the PRC

Member, SIAC Users Council

Committee Member, AAA-ICDR Greater China Committee

Committee Member, YSIAC (2019-2024)

Languages Spoken

Mandarin, English

Work Highlights

Funds Disputes

· Represented a US dollar fund under a state-owned securities firm in initiating arbitration at HKIAC against a fintech target company and its founding team, seeking payment for share redemption and related damages and successfully froze various types of assets in mainland China. The dispute amount exceeds USD50 million;

· Represented an investment fund of a renowned pharmaceutical company in initiating arbitration at HKIAC against an internet-based pharmaceutical company and its founders, seeking payment for share redemption and related damages and successfully froze various types of assets in mainland China. The dispute amount exceeds USD700 million;

Represented a prominent US dollar fund in initiating an arbitration at ICC against a finance education company and its founding team, seeking payment for share redemption and damages. The dispute amount exceeds over USD10 million;

· Represented a software development conglomerate in response to an international arbitration case initiated by a state-owned fund investor at HKIAC under a Convertible Bond Investment Agreement. The dispute amount exceeds RMB100 million;

· Represented a prominent US dollar fund in initiating arbitration against a non-ferrous metals company and its founding shareholders at SCIA, seeking payment for share repurchase in a case involving over USD130 million. Negotiated on behalf of and concluded a settlement agreement in favour of the client, based on which the arbitral tribunal rendered a consent award;

· Represented a fund investor in initiating arbitration against the founder of a rare earth electromagnetic materials company at BAC, seeking equity compensation, secured and enforced an award in favour of the client;

· Represented an LP of a real estate investment fund in initiating arbitration under the Partnership Agreement against the GP at CIETAC, demanding the GP to provide financial reports and other critical information in relation to project operations while seeking to exercise its right to information;

· Advised a state-owned investment fund on potential parallel proceedings at HKIAC and BAC concerning ODI approvals and margin refunds in relation to its investment in a red-chip structured AI project.

Joint Venture

· Represented a Chinese shareholder of a joint venture in the food industry in a shareholder dispute over business operations. The case, which involved over RMB300 million, underwent a series of arbitration, litigation and administrative proceedings and was ultimately settled in favour of the client;

· Represented an offshore subsidiary of an SOE in an arbitration before HKIAC in a dispute over control of the joint venture and share repurchase involving over USD120 million;

· Represented a European shareholder of a joint venture specialising in special materials in initiating arbitration against a Chinese shareholder at ICC seeking damages. The dispute involved a series of complex issues including breach of an anti-competition clause, termination of the joint venture agreement and corporate liquidation;

· Negotiated and reached a favourable settlement agreement on behalf a US shareholder of a semiconductor joint venture with its Chinese shareholder on issues regarding factory land disposal, D&O liabilities and investment promotion.

Equity Transfer

· Represented the actual controlling party in a dispute arising from major asset restructuring of an A-share listed company in response to a lawsuit filed by the former actual controlling party seeking payment of consideration for the transfer of control. The dispute, which involved over RMB300 million, concerned the company’s private placement of shares, change of control, minimum guarantee undertaking, determination of concerted action and information disclosure by the listed company

· Represented the seller in an arbitration at BAC over an insurance company equity transfer dispute involving over RMB2 billion arising from regulatory approval by financial authorities.

Debt Disputes

· Represented a major Chinese insurance company in initiating a lawsuit against a real estate group for default on its medium-term notes, claiming for payment exceeding RMB800 million in principal and interests and secured a judgement in favour of the client;

· Represented bondholders of a financial institution in initiating CIETAC arbitration under against the guarantor based on an onshore guarantee agreement and secured an award in favour of the client. The dispute amount exceeds RMB80 million. The underlying contract, governed by Hong Kong law, was a put option agreement established by senior notes issued by a real estate company in Hong Kong and the parties agreed on non-exclusive jurisdiction of Hong Kong courts;

· Represented a major Chinese insurance company in initiating a lawsuit against its debtor, a real estate company, its affiliated guarantor and mortgage lender, claiming for payment exceeding RMB1 billion in principal and interests and secured a judgement in favour of the client;

· Represented an asset management company in disputes arising from the failure of a debt investment plan over the fiduciary duties of the asset manager, target company restructuring and debt guarantee. The case involved approximately RMB4.3 billion.

Corporate Governance

· Represented foreign shareholders of a joint venture company in a dispute concerning a shareholders’ meeting resolution, participated in CIETAC arbitration proceedings and advised on the struggle for corporate control;

· Represented a renowned international education group and its founder, advised on and negotiated on behalf of client in response to demands from minority shareholders over share repurchase and information rights;

Internal Investigation for Listed Companies

· Represented Chinese directors and management of a Chinese company listed on NASDAQ in an internal investigation initiated by the Independent Committee of the company regarding US SEC inquiries;

· Represented a Hong Kong-listed Mainland Chinese company and its directors in an internal investigation regarding Hong Kong Stock Exchange inquiries;

· Representing a Hong Kong-listed Mainland Chinese company in an internal investigation regarding Hong Kong Securities and Future Commission inquiries.

Other Representative Work

· Represented a Chinese construction company as claimant in an ICC arbitration against a Sri Lankan employer with respect to disputes arising from a comprehensive commercial shopping mall and apartments project and won the final award in the amount of over USD 50 million;

· Represented a Chinese contractor as respondent in an ICC arbitration against a local developer in Sri Lanka as claimant with respect to disputes arising from a Design and Build Contract with the total dispute amount over USD 55 million; and successfully persuaded the Tribunal that it had no jurisdiction over the disputes;

· Represented a Chinese home appliance giant against an American patent-pool administrator in an HKIAC arbitration arising from a patent license agreement. The dispute amount exceeds USD 40 million;

· Represented a Hong Kong subsidiary of a Chinese company in an ICC arbitration against a foreign company regarding disputes arising from a Sales Agency Agreement. The sum in dispute exceeds USD 44 million;

· Advising a Chinese SOE on an SIAC arbitration regarding disputes arising from a Consultancy Service Agreement with the dispute amount of over SGD 47 million；

· Represented a Chinese company against a South African company in an SIAC arbitration involving the international trading of iron ore;

· Representing a Chinese SOE in an CIETAC arbitration against a Hong Kong company regarding disputes arising from a Service Agreement with the dispute amount of over RMB 230 million.

· Represented a Singaporean company in a CIETAC arbitration with respect to the disputes between the majority shareholders and the executive director of a Chinese company.

Education

Awards