Wei Zhou

Wei Zhou specializes in securities compliance, securities litigation, securities crimes, and corporate litigation.

Her main clients are listed companies, securities companies, fund companies, asset management companies, securities service institutions, and other capital market participating entities.

As one of the pioneering lawyers in securities compliance practice, Zhou has provided dozens of clients with a full range of legal services, covering securities compliance consultation, regulatory investigation and punishment, and administrative review. She has also handled various cases involving information disclosure violations, insider trading, market manipulation, and failure to perform due diligence.

Her experience is notably substantial in misrepresentation litigation in both stock and bond markets. She has handled dozens of securities misrepresentation cases, many of which are the first and milestone cases in China.

Drawing on an expansive track record in resolving corporate disputes in the capital market, Zhou displays impressive proficiency in handling difficult and complex corporate disputes, such as disputes over control of companies and equity disputes. Such professional excellence has earned her a distinguished reputation among clients and within the legal community.

• "Deal of the Year 2021” by China Business Law Journal and one of the “Top Ten Commercial Cases of Chinese Courts in 2021”: Civil Compensation Litigation for Misrepresentation in the Wuyang Construction Bond Case Description: In August 2017, the RMB 1.36 billion “Wuyang Bonds” issued by Wuyang Construction Group Co., Ltd. (“Wuyang Construction”) experienced a substantive default. Subsequently, the China Securities Regulatory Commission (CSRC) determined that Wuyang Construction had engaged in fraudulent issuance and imposed administrative penalties on Wuyang Construction, Topsperity Securities Co., Ltd., and WUYIGE Certified Public Accountants LLP, as well as the responsible individuals. A large number of investors then filed civil compensation claims for securities misrepresentation, with total claimed damages reaching RMB 1.37 billion. In the first instance judgment, the court held that WUYIGE Certified Public Accountants LLP should bear joint and several liability for the full principal and interest of Wuyang Construction’s debts. Ms. Wei Zhou represented WUYIGE Certified Public Accountants LLP in the second-instance proceedings.  Significance: (1)Following a comprehensive and meticulous review of the facts and extensive legal research, Ms. Zhou argued that the first-instance court had erred in its application of law by simultaneously applying Articles 5 and 6 of the Several Provisions of the Supreme People’s Court on the Trial of Civil Tort Compensation Cases Involving Accounting Firms in Audit Business Activities, which address intentional and negligent torts by accounting firms, and by using the ambiguous concept of “gross negligence” to determine the liability of WUYIGE Certified Public Accountants LLP. (2)Meanwhile, Ms. Zhou assisted the accounting firm in reconstructing the actual circumstances of the “offsetting” accounting treatment and advanced corresponding defenses regarding its reasonableness. Although the second-instance court upheld the first-instance judgment that WUYIGE Certified Public Accountants LLP should bear joint and several liability, it did not find that the firm had committed “gross negligence.” Ms. Zhou’s diligent work ethic and sharp, insightful professional judgment in this case were highly recognized by WUYIGE Certified Public Accountants LLP. (3) This landmark case stands as China’s first dispute over liability for fraudulent corporate bond issuance and the country’s maiden securities representative action. The ruling reverberated throughout the capital markets. Involving numerous sophisticated and frontier legal challenges—including defining the boundary of liability for intermediaries—the case's trial framework and judicial approach offer invaluable precedents for resolving future disputes of a similar nature.
  
  
• “Deal of the Year 2022” by China Business Law Journal: ZONECO securities misrepresentation civil litigation Description: In June 2020, ZONECO GROUP CO., LTD. (“ZONECO”) and certain responsible individuals were subjected to administrative penalties by the China Securities Regulatory Commission (CSRC) for alleged false statements in annual reports and failure to make timely disclosures. A large number of investors subsequently initiated civil compensation claims for securities misrepresentation, with total claimed damages exceeding RMB 124 million. Ms. Wei Zhou was engaged by ZONECO and the relevant individuals to represent them in the related litigation proceedings. The second-instance judgment has now been rendered.  Significance: (1)As ZONECO’s Yesso scallops had suffered multiple natural disasters since 2014, the case attracted widespread attention in the capital markets. Through an in-depth analysis of the facts, Ms. Zhou and her team advanced a well-reasoned position on the appropriate disclosure date, and argued that losses caused by declines in stock price prior to the disclosure date—resulting from systemic and non-systemic risks in the securities market—should not be attributed to or compensated by ZONECO.(2)These arguments were ultimately accepted by both the first-instance and second-instance courts, significantly reducing ZONECO’s civil liability. In addition, through the efforts of Ms. Zhou’s team, a large number of plaintiff investors reached settlements with the listed company, and some investors who had fully liquidated their positions prior to the disclosure date voluntarily withdrew their claims, thereby achieving diversified dispute resolution outcomes.
  
  
• 37 Interactive Entertainment Network Technology Group Co., Ltd. information disclosure compliance matter Description: On June 27, 2023, 37 Interactive Entertainment Network Technology Group Co., Ltd. (“37 Interactive Entertainment”), its actual controller and vice chairman were placed under investigation by the China Securities Regulatory Commission for suspected information disclosure violations. The team led by Wei Zhou was engaged by 37 Interactive Entertainment to assist in responding to the administrative investigation concerning the alleged information disclosure violations. The case has progressed to the stage where an administrative penalty decision has been issued.  Significance: (1) 37 Interactive Entertainment is a well-known enterprise in China’s gaming industry. The investigation into its information disclosure issues has attracted significant market attention. The matter involves compliance issues relating to two acquisitions of equity interests in target companies by the listed company, with a total transaction amount of up to RMB 4.28 billion. The outcome of the matter will have a substantial impact on the company’s operational stability as well as on the personal rights and interests of its actual controller and core management team. (2) The legal service plan provided by Wei Zhou demonstrated strong professionalism, innovation, and complexity. Given the intricate factual background and legal relationships, and the high level of difficulty and controversy in determining the legal nature of the issues, Wei Zhou assisted the client in comprehensively reviewing the facts and provided thorough arguments regarding the necessity, reasonableness, and fairness of the relevant transactions under regulatory scrutiny, as well as comprehensive legal analysis on the characterization of the issues. (3) The matter has significant implications for the client. If administrative penalties are imposed, it may trigger civil compensation claims by investors and other legal risks. The professional expertise and precise understanding of the relevant legal issues demonstrated by Wei Zhou were highly recognized by the client.
  
  
• Qingdao Zhongzi Zhongcheng Group Co., Ltd. information disclosure compliance matter Description: In January 2025, Qingdao Zhongzi Zhongcheng Group Co., Ltd. (“Qingdao Zhongcheng”) was placed under investigation by the China Securities Regulatory Commission (“CSRC”) for suspected information disclosure violations. Wei Zhou assisted the company and its directors, supervisors, and senior management in responding to the CSRC’s investigation, administrative penalty hearing procedures, and subsequent investor litigation. The matter involves overseas projects spanning a long period, with complex facts and challenging legal issues. The company faces multiple risks, including delisting, administrative penalties, criminal prosecution, and civil liability, making the matter highly significant and requiring a comprehensive and coordinated resolution strategy.  Significance: (1) As a state-owned enterprise under the Qingdao State-owned Assets Supervision and Administration Commission, Qingdao Zhongcheng has significant market influence. Prior to the CSRC investigation, the implementation of the strictest delisting rules coincided with the company’s accounting corrections to financial data over multiple years, placing it at high risk of delisting and attracting widespread attention. (2) The matter involves five categories of violations spanning six annual reporting periods, with highly complex facts, including intricate project implementation and accounting treatment issues. The legal team provided constructive analysis and recommendations based on in-depth understanding of accounting principles and regulatory requirements. (3) The matter also involves numerous complex cross-border legal issues, such as overseas project execution, foreign administrative actions, and the impact of foreign legal systems on domestic information disclosure and accounting treatment. Wei Zhou, drawing on extensive experience in securities compliance, advanced key arguments, including that revocation of overseas assets does not necessarily require immediate accounting treatment and that disclosure standards differ between domestic and foreign litigation. By coordinating with overseas counsel to analyze the particularities of foreign legal systems, the team effectively assisted the client in mitigating legal risks.
  
  
• Elion Resources Group Co., Ltd. information disclosure compliance matter Description: Elion Resources Group Co., Ltd. (“Elion Group”) faced risks of information disclosure violations arising from matters including alleged financial fraud by subsidiaries, misappropriation of funds by the controlling shareholder, and fraudulent issuance of bonds. In September 2025, the China Securities Regulatory Commission (“CSRC”) Inner Mongolia Bureau issued a Prior Notice of Administrative Penalty. Wei Zhou was engaged by Elion Group to comprehensively assist in responding to compliance risks and to actively conduct statements and defenses. The matter is currently ongoing.  Significance: (1) Elion Group is a leading private enterprise cultivated over 37 years by various levels of government and is the controlling shareholder of a listed company. The Prior Notice proposes to determine that bonds in the amount of RMB 1 billion issued by the listed company constitute fraudulent issuance and to impose penalties on nearly 30 senior executives. Improper handling may not only expose the listed company to the risk of bankruptcy but also lead to potential criminal liability for relevant individuals. (2) A defining complexity of this matter lies in its dual nature: the alleged financial fraud was driven by subsidiary-level performance-based incentives, while the purported misappropriation of funds involved sophisticated financial instruments, including cash management agreements and centralized fund-pooling structures via finance companies. Tackling these intricate legal-financial intersections, Wei Zhou meticulously deconstructed the materiality standards for information disclosure under securities law. Leveraging a forensic accounting perspective, she successfully delineated the boundaries between compliant capital pooling and illicit fund occupation. Furthermore, her identification of critical logical flaws in the Prior Notice—specifically the conflation of transaction volumes with outstanding balances—proved pivotal and earned high commendation from the client. (3) Wei Zhou conducted a comprehensive analysis of the alleged violations, focusing on the applicability of the old and new Securities Law and the criteria for determining fraudulent issuance. Emphasizing the principle of non-retroactivity of law, she argued that the old Securities Law should apply. Through detailed financial data analysis, she further demonstrated that the bonds substantively met issuance conditions and that there was no subjective intent to obtain approval by fraud. This analysis clearly distinguished between general information disclosure violations and fraudulent issuance, providing a forward-looking and innovative approach for handling similar historical bond issues.

• Class action

   

   

• Commercial disputes

   

• Dispute resolution

   

• Government and regulatory

   

• Securities

• Financial services

   

• Government and public policy

• LL.M.    Peking University, 2008
• LL.B.    China University of Political Science and Law, 2005

• Institute of Securities Law of China Law Society, 2018
• Beijing Financial Services Law Research Association, 2022

• PRC Bar 2010