China clears US listing after four‑month pause while issuing first offshore filing penalty

A Chinese software company has received approval to list on Nasdaq — the first US listing registration from Beijing since December — suggesting that the compliant path to American capital markets remains open for domestic firms.

On the same day, China’s securities regulator handed down its first penalty for breaching offshore filing rules, a quiet warning that the system carries consequences.

The China Securities Regulatory Commission on Friday registered DSC Holdings Ltd, a Zhejiang‑based software firm known locally as Dasoucar, to list on the Nasdaq. The company plans to issue roughly 191 million ordinary shares. The approval is the first US listing registration since 12 December 2025, ending a four‑month lull.

How the filing channel works

Since 2023, any Chinese company seeking a direct or indirect overseas listing must submit registration materials to the CSRC before proceeding. The required documents typically include: a detailed disclosure of the company’s equity structure, information on its domestic operating entities (VIE or otherwise), legal opinions on whether the offering complies with Chinese rules on data security and industry access, and a risk disclosure focused on China‑specific regulatory exposure.

The CSRC does not grant or deny permission to list per se. Instead, it reviews filings for completeness and compliance. If the submission is in order, the company receives a filing notice — which serves as a green light to pursue its overseas listing with foreign exchanges. No explicit approval means no lawful listing.

The regulator has repeatedly stressed that it supports qualified companies in accessing overseas markets, provided they follow the rules. As of Friday, 271 companies were in the offshore filing pipeline: 52 targeting Nasdaq, 218 Hong Kong, and one a Taiwan exchange.

The first penalty: a short‑lived listing

The other message landed the same day. The CSRC's Heilongjiang bureau issued a preliminary penalty against Zhong Guo Liang Tou Group Ltd, a local food company, for skipping registration before going public on Nasdaq.

According to the CSRC, the company filed an indirect listing report in late December 2024, proposing a merger with a SPAC to list overseas. The regulator requested additional materials in March 2025. The company never responded. Instead, it completed the merger and listed on 1 October 2025 without registration.

Nasdaq suspended trading within hours. Proposed fines for the company, its executives and intermediaries total over 5 million yuan. The case is the first enforcement action under the registration system.

Liu Jing, a senior partner at Dacheng Law Offices, said the case clarifies that companies with substantial ties to China — measured by onshore equity, mainland staff or operations, and China‑focused risk disclosures — must follow the “substance over form” principle. “The days of claiming an exemption by paperwork are over,” he said.

The US listing window is not closed. But the regulator has now shown what happens to those who try to walk through without filing first.