The Battle of Lingbao was an engagement on the border of Henan and Shaanxi provinces between the Chinese Eighth War Zone and the Japanese First Army in the first stage of Operation Ichi-Go. Also known as the The Counterattack on Shanzhou and the Battle in the Vicinity of Lingbao by the Chinese National Revolutionary Army, it encompassed the Chinese offensive towards Shanzhou and the Japanese offensive towards Lingbao following the defeat of the Chinese First War Zone against the Japanese Twelfth Army in Henan province.

Background During the Beijing-Hankou operation, the First Army's primary role was in supporting the Twelfth Army any defeating any reinforcements from the Eighth War Zone. As the main operation was progressing smoothly for the Twelfth Army, the North China Area Army drafted a plan to reinforce the First Army for the Tongguan operation in Shaanxi which would follow after the Twelfth Army defeated the First War Zone in the Beijing-Hankou operation. The China Expeditionary Army believed that capturing Tongguan would be a great value for future operations against Xi'an and Hanzhong. However, given that Operation Ichi-Go was currently underway with limited forces, the Expeditionary Army would only allow the Tongguan operation to proceed if it would not hinder the Beijing-Hankou and Hunan-Guangxi operations, and if it would only be conducted solely by the North China Area Army without a redeployment of forces. As a result, the area army decided to abandon the plan due to manpower constraints. However, considerations for the Tongguan operation still remained strong as the First Army crossed the Yellow River.

In late April, the North China Area Army summoned Colonel Kanichi Sasai, the chief operations staff officer of the First Army, to give instructions for the First Army's operational actions to occupy key locations near Shan County in preparations for a decisive battle with the Eighth War Zone in the Tongguan operation. On the night of May 9, after crossing the Yellow River near Yuanqu, the First Army ordered the 69th Division to advance along the Longhai Railway to pursue the First War Zone retreating towards the Luo River. The 3rd Independent Mixed Brigade (consisting of three infantry battalions) was dispatched to Daying in the vicinity of Shan County to secure the eastern part of the Longhai Railway. On May 17, the First Army received intelligence that Chinese forces, namely the 8th Division and 109th Division of the Chinese 1st Army of Li Yannian's 34th Group Army, had reached Lingbao. Hu Zongnan, commander-in-chief of the Eighth War Zone, was also at Tongguan. Yoshimoto believed that it was necessary to attack the Chongqing Army near Lingbao and ordered the 69th Division which was pursuing the enemy at the Luo River to quickly move towards Shan County. On May 17, the 3rd Independent Mixed Brigade stormed into the northeast corner of Shan County, occupying the surrounding areas by May 18. Daying was also captured on the same day. In the battle for Shan County, the 23rd Regiment of the 8th Division suffered more than 500 casualties and deputy regimental commander Song Wenhuan was killed in action.

On May 14, the 106th Division of Ma Fawu's 40th Army, which had been fighting in the Yiyang area during the battle of Central Henan, was put under the command of Hu Zongnan's Eighth War Zone. On May 20, Li Yannian moved the command post of the 34th Group Army to Xiaochang Village in Lingbao. At the time, the remnants of the 4th, 14th, 36th, and 39th Group Armies of the First War Zone had finished redeployment under the cover of the Eighth War Zone. All units of the Eighth War Zone east of Tongguan and the First War Zone north of Luoyang were unified under the command of commander-in-chief Jiang Dingwen while the First War Zone south of Luoyang was abolished and all units of the First War Zone under deputy commander-in-chief Tang Enbo was reorganized into the Sixth War Zone under the command of commander-in-chief Chen Cheng. After the fall of Shanzhou, Chiang Kai-shek ordered a counter-offensive to relieve Luoyang. On May 23, Chiang changed the target of the offensive to Shanzhou considering that it was impossible for Hu Zongnan to launch a counter-offensive against Luoyang while the First War Zone was exhausted and defeated. On May 25, upon hearing the news about the fall of Luoyang, Chiang ordered a temporary suspension on Order No. 21, the attack order on Shanzhou. On May 30, Chiang Kai-shek instructed the counteroffensive against Shanzhou to begin on June 1.

The reinforcements from the Eighth War Zone and the gradual recovery of the First War Zone's fighting strength were a source of worry for the First Army, which believed that the enemy was planning to retake Shan County and launch a counteroffensive toward Guanyintang. On May 27, General Yoshimoto telegraphed to the North China Area Army a proposal to launch an offensive against the Eighth War Zone in the vicinity of Lingbao and defeat the enemy within one week. With approximately fourteen battalions concentrated in the vicinity of Shan County, the First Army was confident that they could achieve their objective quickly and independently without reinforcements from the Area Army. General Yasuji Okamura immediately flew to Shan County with Colonel Yoshimoto, a senior staff officer of the Area Army. After a briefing with General Yoshimoto, not only did Okamura agree to the plan, but he also transferred several units from the Twelfth Army to be put under the command of the First Army. These temporarily assigned units were scheduled to return to the Twelfth Army on June 10, giving the First Army a deadline for the operation.

Campaign Chinese counteroffensive towards Shanzhou On May 24, the 82nd Independent Infantry Battalion of the 59th Infantry Brigade of the 69th Division occupied the Xianshan Temple which was to be used as a stronghold for future operations. From May 27 to May 31, the opposing Chinese forces launched probing assaults against the stronghold which became increasingly tenacious as more troops gathered in the vicinity of the position. On June 1, the 316th Regiment of the 106th Division launched a general offensive, forming an encirclement around Xianshan Temple. The Yamada platoon of the 1st Company defending the focal point of the Chinese counterattack lost more than half of its troops in half an hour of fighting. Reinforcements arrived just as the platoon was about to lose combat effectiveness and together successfully held the position. Fighting lasted until the Chinese withdrew in the evening though they continued bombarding the position with artillery. Due to heavy casualties, Major General Chiyota Motomura, the commander of the 59th Infantry Brigade, ordered a mixed battalion from the 12th Mixed Infantry Regiment to relieve the 82nd Independent Infantry Battalion of their posts that night. The 9th Independent Infantry Brigade had dispatched a portion of its force to the Wuyuanyao and Hill 924.5 positions at the same time as Chinese 8th Division was launching its attack. The main force of the brigade and some tanks of the 3rd Tank Division soon arrived and surrounded Chinese troops at Wuyuan, inflicting heavy casualties. Since the 106th Division at the right flank had not achieved its objective of capturing Xianshan Temple, the 8th Division was left isolated and retreated to Dongjiazhuang. On June 3, deputy divisional commander Wang Jianyue directed the rearguard actions and led the division into safely withdrawing to the Hanjia and Lujing lines. According to Wu Jun, the commander of the 8th Division, the fierce fighting for Wuyuan and other positions were no less intense than the Battle of Shanghai, with the 9,700-strong division reduced to just 1,200 troops.

By June 3, the fighting had turned into a stalemate and the Chinese Army had lost the initiative for for active actions. Hu Zongnan spoke with Chiang Kai-shek by phone and told him that the attack on Shanzhou had made no progress and he was worried about the combat effectiveness of the troops he had trained. On June 5, Chiang Kai-shek spoke again with Hu Zongnan and learned that the 8th Division had been attacked by enemy tanks at the west side of Daying and suffered heavy casualties. He then ordered Wang Shuming to provide full air support. On June 6, Hu Zongnan decided to halt the offensive and ordered all troops to withdraw back to their original positions.

The First Army was deeply concerned regarding the 69th Division's offensive capability. While they had held Xianshan Temple, the 118th and 84th Independent Infantry Battalions had suffered a defeat at the hands of the 178th Division of the 47th Army at the frontlines of Caomiao and Hill 1463 and were forced to retreat to Sanjiaoshan where they were under repeated attacks from the 14th and 47th Armies. The pointless battles that day had caused delays in the division's attack preparation and caused a weakening in combat strength before the Japanese offensive had even begun. At the start of June, reinforcements from the Twelfth Army sent on May 30 and May 31 began arriving one by one. On June 1, approximately two tank companies and the 3rd Battalion of the 3rd Mobile Infantry Regiment from the 3rd Tank Division reached the vicinity of Shan County, followed by the 11th and 14th Independent Infantry Battalions of the 62nd Division on June 1 and June 2, and the 1st Independent Mountain Artillery Battalion and 6th Field Heavy Artillery Regiment on June 3. On the evening of June 3, the general staff of the First Army received a telegraph that the main force of the 3rd Tank Division would also be placed under the command of the army. On June 4, the tank division reached the vicinity of Shan County.

Japanese offensive towards Lingbao On June 5, the Japanese offensive began as scheduled. The 69th Division advanced from its designated positions at 6 a.m. However, the Chinese Air Force, which had only flown over Japanese positions to conduct reconnaissance twice in the Chinese counteroffensive last week, was quite active that day. Four aircraft attacked the 85th and 118th Independent Infantry Battalions advancing towards the high grounds of Caomiao, causing more than 80 casualties. At Sanjiaoshan, the Chinese Army suddenly launched an attack on the 84th Independent Infantry Battalion, causing many casualties including 22 killed. Major General Motomura ordered the 82nd Independent Infantry Brigade to the frontline and reorganized his troops with the 85th and 118th Independent Infantry Battalions as the right column and the 82nd and 84th Independent Infantry Battalions, the mixed battalion from the 12th Mixed Infantry Regiment, and the brigade headquarters as the left column. After fierce battles with heavy casualties, the 104th and 178th Divisions of the 47th Army were forced to retreat and the 59th Infantry Brigade occupied Meijia Mountain and Sanjia Mountain by 11 p.m. While the First Army staff expressed appreciation over the brigade's advance, from the perspective of the entire army, the progress had been unexpectedly slow due to treacherous terrain, with an advance of only 4-8 kilometers by night.