Ruhai Xia

Practice Areas

Mr. Xia joined JunHe in January 2000 and is currently a Partner practicing out of JunHe’s Haikou office.

With over 26 years of legal experience, Mr. Xia focuses on Capital Markets, M&A, and Dispute Resolution. He has extensive experience advising companies across various industries on restructuring, domestic and overseas IPOs, and M&A transactions. He also serves as legal counsel to a broad spectrum of enterprises and handles a wide range of civil and commercial litigation and arbitration matters.

Career

Professional Qualifications:

· PRC Lawyer (admitted in 2001)

Institutional Roles:

· Member of the Listing Review Committee, Hainan Equity Exchange (served for the 1st, 2nd, and 3rd terms).

· Member of the Investment Decision Committee, Hainan Holding Investment Management Co., Ltd.

· Member of the Investment Decision Committee, Hainan Development Zone Open Development Equity Investment Fund Partnership (Limited Partnership).

· Member of the Financial and Securities Committee, Hainan Lawyers Association (2016-2019).

· Member of the Financial, Securities and International Legal Services Committee, Hainan Lawyers Association (2019 - 2023).

Professional Memberships

· Member of the All China Lawyers Association.

· Member of the Hainan Lawyers Association.

Publications

· “Challenges and Opportunities for China’s Legal Profession in the Financial Crisis,” published in the Proceedings of the 2009 Lawyers Forum for Six Provinces (Regions) in South Central China, December 2009.

Personal

· Selected as one of the “First Batch of Specialized Lawyers in Hainan Province (Financial, Securities & Insurance)” by the Hainan Lawyers Association.

Clients

· Hainan Meilan International Airport Company Limited (HKEX: 0357)

· China BlueChemical Ltd. (HKEX: 3983)

· Anji Foodstuff Co., Ltd. (SSE: 603696)

Work Highlights

IPOs and General Corporate & Retainer Services:

Mr. Xia served as lead counsel for the Hong Kong IPOs of Hainan Meilan International Airport Company Limited (HKEX: 0357) and China BlueChemical Ltd. (HKEX: 3983), providing full-scope legal support throughout the listing process. He has acted as their trusted legal advisor for over 20 years, delivering comprehensive ongoing and specialized counsel.

In the A-share market, Mr. Xia advised Anji Foodstuff Co., Ltd. (SSE: 603696) on its IPO and has maintained a continuous relationship with the company for more than a decade, handling annual compliance and complex corporate matters. Additionally, since 2020, he acted as legal counsel to Hainan Development Holding Co., Ltd. in connection with its strategic acquisition of the listed entity Hainan Development Holdings Nanhai Co., Ltd. (SZSE: 002163), and has continued to provide ongoing general corporate and special legal services to the listed company through 2025.

M&A and Complex Transactions:

Mr. Xia represented Hainan Development Holdings Nanhai Co., Ltd. (SZSE: 002163) in its 2025 acquisition of a 51% controlling stake in Hangzhou Wangying Technology Co., Ltd. for a cash consideration of RMB 438.42 million, providing end-to-end legal services from due diligence to transaction closing.

Serving as the 2025 annual legal counsel to Hainan Meilan International Airport Company Limited (HKEX: 0357), Mr. Xia advised on several high-value and complex matters, including:

· The renewal of the lease agreement with its parent company (a major and connected transaction) involving an annual benchmark rent of approximately RMB 458 million; and

· The acquisition of a 50.19% shareholding in the company by Hainan Airport Infrastructure Co., Ltd. (SSE: 600515), along with the respective proposals by Hainan Airport Infrastructure Co., Ltd. and its Hong Kong subsidiary of possible unconditional mandatory cash offers to acquire all Domestic Shares and H Shares.

A-Share Re-financing (Private Placement):

Mr. Xia served as the partner responsible for the internal review of JunHe’s representation of issuers in three major 2025 A-share private placements to specific investors:

· Skyverse Technology Co., Ltd. (SSE: 688361): Advising on the private placement with a total raised amount of approximately RMB 2.5 billion.

· Victory Giant Technology (Huizhou) Co., Ltd. (SZSE: 300476): Advising on the private placement with a total raised amount of approximately RMB 1.9 billion.

· Hangzhou Wensli Silk Culture Co., Ltd. (SZSE: 301066): Advising on the private placement with a total raised amount of approximately RMB 600 million.

Industry Sector Expertise

• Corporate: the establishment of various companies and enterprises and other relevant legal services.

• Mergers and Acquisitions: due diligence, transaction structuring, transaction documents drafting and negotiation.

• Securities: issuing and listing of stock, issuance and listing of bonds, assets reorganization of listed companies and daily compliance of overseas and domestic listed companies.

• Dispute resolution: resolving civil and commercial litigation and arbitration cases.

Expert in these Jurisdictions

· The People's Republic of China (based in Hainan)

Languages Spoken

· Mandarin Chinese (Native)

· English (Fluent)

Experience

Mr. Xia is a highly seasoned legal practitioner with extensive experience in capital markets, mergers & acquisitions, and complex corporate transactions across the A-share and Hong Kong capital markets. He has established a strong reputation for providing strategic legal advice and representation to leading state-owned enterprises and listed companies, particularly in the aviation, energy, and technology sectors.

Career Milestones:

· H-Share IPO Projects:

· Hainan Meilan International Airport Company Limited (HKEX: 0357), H-share IPO in 2002;

· Shanghai Electric Group Company Limited (HKEX: 2727), H-share IPO in 2005; and

· China BlueChemical Ltd. (HKEX: 3983), H-share IPO in 2006.

A-Share IPO Projects:

· Bank of Communications Co., Ltd. (SSE: 601328), A-share IPO in 2007;

· China Merchants Securities Co., Ltd. (SSE: 600999), A-share IPO in 2009; and

· Anji Foodstuff Co., Ltd. (SSE: 603696), A-share IPO in 2015.

A-Share Re-financing:

· Tianjin Marine Shipping Co., Ltd. (SSE: 600751), private placement in 2014 (with a total raised amount of RMB 12 billion).

H-Share All-Circulation:

· Conversion of non-listed foreign shares of China BlueChemical Ltd. (HKEX: 3983) held by Trammo.Inc into H-shares for full circulation in 2022.

Acquisition of Listed Company:

· Hainan Development Holdings Co., Ltd.’s acquisition of Hainan Development Holdings Nanhai Co., Ltd. (SZSE: 002163), an A-share listed company, in 2020.

Education

Awards