The China Securities Regulatory Commission’s Heilongjiang Bureau issued an advance notice of administrative penalties against Heilongjiang Zhongneng Liangke Agricultural Technology Co., Ltd. and Guangdong Xinyu Law Firm for alleged violations of China’s overseas listing filing requirements, describing it as the first case it has handled since the 2023 Trial Measures for the Administration of Overseas Securities Offering and Listing by Domestic Enterprises took effect involving an overseas listing completed without the required filing process. Zhong Guo Liang Tou Group Limited, later renamed Liangke Technology Innovation Bio (Hong Kong) Co., Ltd., commissioned its mainland operating entity Zhongneng Liangke to submit a filing report on 21 December 2024 for an indirect Nasdaq listing via a De-SPAC transaction. The CSRC received the materials on 6 March 2025 and requested supplementary submissions, but the group nevertheless completed a merger with a special purpose acquisition company and listed on the Nasdaq Stock Market on 1 October 2025 before completing the filing. After identifying the listing, the CSRC notified US regulators and the exchange through cross-border regulatory cooperation arrangements, and the issuer was suspended from trading on the listing day. The bureau proposes fines of CNY 3 million for Zhongneng Liangke and CNY 1.5 million for the executive responsible for the filing, Jiang Zhenjun, plus CNY 500,000 for Guangdong Xinyu Law Firm and CNY 200,000 for the lawyer who provided the legal opinion, Li Huabin. The parties may submit statements and defences and request a hearing, after which the Heilongjiang Bureau will issue a formal administrative penalty decision following statutory enforcement procedures.
China Securities Regulatory Commission 2026-04-24
China Securities Regulatory Commission’s Heilongjiang Bureau issues pre-notice of penalties for unauthorised Nasdaq De-SPAC listing under the overseas listing filing regime
The China Securities Regulatory Commission’s Heilongjiang Bureau has issued an advance notice of administrative penalties against Heilongjiang Zhongneng Liangke Agricultural Technology Co., Ltd. and Guangdong Xinyu Law Firm for alleged violations of overseas listing filing requirements, in its first case under the 2023 Trial Measures involving an overseas listing completed without the required filing. The case concerns an indirect Nasdaq listing via a De-SPAC transaction completed before the filing process was finalised, which led to trading suspension on the listing day. Proposed penalties total CNY 3 million for Zhongneng Liangke and CNY 1.5 million for the responsible executive, and CNY 500,000 for Guangdong Xinyu Law Firm and CNY 200,000 for the responsible lawyer.