The relevant dispatched agencies of the China Securities Regulatory Commission plan to impose administrative penalties for illegal and non-compliant activities related to the overseas listing filing of Zhongneng Grain Science.

On April 24th, the Heilongjiang Securities Regulatory Bureau issued an administrative penalty pre-approval notice regarding the illegal violations related to the overseas listing registration of Heilongjiang Zhongneng Grain Science and Technology Co., Ltd. and its intermediary agency Guangdong Xinyu Law Firm and other relevant entities. This case is the first instance since the implementation of the “Provisional Measures for the Administration of Domestic Enterprises’ Overseas Securities Issuance and Listing” where the China Securities Regulatory Commission (CSRC) investigated and handled a case of unauthorized overseas listing without following the prescribed overseas listing registration procedures.

On December 21, 2024, Zhong Guo Liang Tou Group Limited entrusted its domestic operating entity, Zhongneng Grain Science and Technology, to submit a registration report to the CSRC regarding its plan to achieve indirect listing on the NASDAQ Stock Market in the United States through a De-SPAC merger transaction. The CSRC received its registration materials on March 6, 2025, and requested supplementary materials. On October 1, 2025, without completing the overseas listing registration procedures, China Grain Investment listed on the NASDAQ Stock Market through a merger transaction with a special purpose acquisition company (SPAC). After discovering this situation, the CSRC immediately coordinated with U.S. regulatory authorities and stock exchanges through cross-border regulatory cooperation mechanisms to report the relevant circumstances. China Grain Investment suspended trading on the same day. An investigation found that Zhongneng Grain Science and Technology failed to follow the required procedures for domestic enterprise overseas listing registration and engaged in overseas issuance and listing activities without authorization, which is suspected of violating relevant provisions of the “Provisional Measures.” The Heilongjiang Securities Regulatory Bureau plans to impose a fine of 3 million yuan on Zhongneng Grain Science and Technology, and a fine of 1.5 million yuan on the responsible person in charge of registration, Jiang Zhenjun; a fine of 500,000 yuan on Guangdong Xinyu Law Firm; and a fine of 200,000 yuan on lawyer Li Huabin who provided legal opinions. According to regulations, the relevant parties have the right to make statements, defend themselves, and request a hearing. The Heilongjiang Securities Regulatory Bureau will make an official administrative penalty decision after completing the legal supervision and enforcement procedures.