IN THE MATTER OF the Mortgage Brokerages, Lenders and Administrators Act, 2006, S.O. 2006, c.29, as amended (the “Act”), in particular sections 38 and 39;

AND IN THE MATTER OF Lin Liang

MINUTES OF SETTLEMENT AND UNDERTAKING

PART I – INTRODUCTION

1. Lin Liang (“Liang”) was licensed as a mortgage agent (licence # M19000939) from April 30, 2019 to March 31, 2022. Liang was terminated by her brokerage on January 24, 2022. Liang’s licence expired on March 31, 2022.
2. On January 10, 2024, the Director, Litigation and Enforcement (“Director”), by delegated authority from the Chief Executive Officer (“CEO”) of the Financial Services Regulatory Authority of Ontario (“FSRA”), issued a Notice of Proposal in respect of Liang (the “NOP”).
3. Liang disputed the allegations and, on or about January 29, 2024, requested a hearing before the Financial Services Tribunal (the “Tribunal”) in respect of the NOP.
4. Liang and the Director, by delegated authority from the CEO, (collectively the “Parties”) wish to resolve this matter on consent and without a hearing before the Tribunal.

PART II – AGREED FACTS

5. Yuansen (Eric) Fu (“Fu”) is wanted by police in connection to an alleged mortgage fraud scheme. Fu has fled Canada.
6. Fu arranged for imposters to pose as homeowners, using forged and altered documents. Fu and his associates obtained mortgages from private lenders. They retained the mortgage proceeds, leaving the property encumbered.
7. Between May and November 2021, Liang was involved in 15 mortgage transactions (the “Mortgage Transactions”).
8. The Mortgage Transactions were outside Liang’s brokerage. Liang received remuneration from the proceeds of the Mortgage Transactions.
9. For some of the Mortgage Transactions, Liang collected documents from the borrower or referral source, including identification documents, mortgage statements, condo fee statements, property tax statements, and credit reports. Liang presented the mortgage deal and the borrower’s documents to prospective lenders. In one case, Liang maintained contact with the lender to act as a liaison with the borrower.
10. Liang collected fees in connection with the Mortgage Transactions. The fees were paid to a corporation owned and controlled by Liang (10350575 Canada Corp.).
11. Nine of the Mortgage Transactions were fraudulent. Liang did not have actual knowledge of the fraud; however, in the circumstance, Liang ought to have known that she was being used to facilitate fraud, dishonesty, or illegal conduct. These circumstances include:
    1. A common referral source (Fu).
    2. Liang never had any contact with the borrowers. These transactions occurred in 2021, when COVID-19 restrictions and recommendations were in place.
    3. Fu instructed Liang not to contact the borrowers directly.
    4. In one transaction, Fu instructed Liang to ask a lender not to deposit an interest cheque because the account had insufficient funds to honour the cheque and instead wait for a direct deposit from Fu.
    5. In five transactions, Liang was instructed to arrange a new mortgage to replace an existing mortgage with a significant term remaining.
    6. Liang brokered these mortgages outside her authorizing mortgage brokerage.

PART III – NON-COMPLIANCE WITH THE ACT

12. By engaging in the conduct described above in Part II, Liang admits and acknowledges that she breached the Act as follows:
    1. Fifteen (15) contraventions of subsection 2(3) of the Act by dealing in mortgages for remuneration outside her authorizing mortgage brokerage;
    2. Fifteen (15) contraventions of subsection 4(1) of Ontario Regulation 187/08 by receiving remuneration from a person or entity other than her authorizing mortgage brokerage; and
    3. One contravention of section 3.1 of Ontario Regulation 187/08 by doing or omitting to do anything, in circumstances where she ought to have known that she was being used to facilitate dishonesty, fraud, crime or illegal conduct.

PART IV – TERMS OF SETTLEMENT

13. Liang admits the facts contained in Part II of these Minutes of Settlement and Undertaking (“Minutes”).
14. Liang acknowledges and agrees that she has been given the opportunity to seek independent legal advice and have done so (or have waived the right to do so) and is entering into these Minutes voluntarily, understanding the consequences of doing so.
15. Liang acknowledges that these Minutes are an undertaking within the meaning of the Act, and that failure to comply may result in immediate regulatory action including, but not limited to, the issuance of a Notice of Proposal to revoke the licence, a Notice of Proposal to impose an administrative penalty, or a prosecution under the Provincial Offences Act.

(a) Issuance of Order

16. Liang acknowledges that, upon execution of these Minutes by both Parties, the order attached as Schedule “A” to these Minutes (the “Order”) will be issued, pursuant to which thirty-one (31) administrative penalties in the total amount of $275,000 will be imposed upon Liang.

(b) Process for Execution of Settlement

17. Liang acknowledges that these Minutes are not binding on the Director until signed by the Director.
18. These Minutes may be executed in counterparts, and may be executed and delivered by facsimile or e-mail, and all such counterparts and facsimiles or e-mails, as applicable, shall together constitute one and the same agreement.
19. Upon receiving an executed copy of these Minutes from FSRA, Liang will withdraw her Request for Hearing (Form 1) in respect of the NOP before the Tribunal by completing a Withdrawal/Discontinuance (Form 5) and filing it with the Registrar at the Tribunal within two (2) business days.
20. Upon confirmation from the Tribunal that the Request for Hearing has been withdrawn and the hearing has been cancelled, the Parties agree that the Director will issue an Order in the form attached as Schedule “A” to these Minutes.
21. The Parties accept and understand that these Minutes and any rights within the Minutes shall enure to the Parties and to any successors or assigns of the Parties.

(c) Disclosure of Minutes and Order

22. The Parties will keep the terms of these Minutes and the Order confidential until the Order is issued, except that:
    1. The Director shall be permitted to disclose the Minutes and the Order within FSRA;
    2. Liang shall be permitted to disclosure the Minutes and the Order to her legal representative, financial professionals and/or spouse; and
    3. The Parties shall be permitted to inform the Financial Services Tribunal.
23. If either of the Parties do not sign these Minutes or the Director does not issue the Order:
    1. These Minutes, the Order, and all related discussions and negotiations will be without prejudice to FSRA and Liang; and
    2. FSRA and Liang will each be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations contained in the NOP. Any proceedings, remedies and challenges will not be affected by these Minutes, the Order, or any related discussions or negotiations.
24. Upon issuance of the Order:
    1. Liang acknowledges that these Minutes and the Order are public and will be published by FSRA on its public website (or that of its successor) along with a press release that summarizes these Minutes and the Order; and
    2. The Parties agree not to make representations to any member of the public or media or in a public forum that are inconsistent with these Minutes or the Order.

(d) Further Proceedings

25. Whether or not the Order is issued, Liang will not use, in any proceeding, these Minutes or the negotiation or process of approval of these Minutes as the basis for any attack on FSRA’s jurisdiction, alleged bias, alleged unfairness, or any other remedies or challenges that may be available.
26. Upon issuance of the Order:
    1. Liang waives all rights to a hearing before the Tribunal regarding the NOP;
    2. Liang waives all rights to a judicial review or appeal of the Order;
    3. Liang acknowledges that, subject to subparagraph (iv), FSRA may consider the conduct and admissions described in these Minutes in any future licensing decision, administrative penalty, or prosecution as an aggravating factor;
    4. The Director agrees that FSRA will not initiate further proceedings against Liang based solely on the conduct and admissions described in these Minutes, unless:
       1. New facts come to FSRA’s attention that are materially different from described in these Minutes;
       2. Liang fails to comply with these Minutes or the Order;
       3. Liang or a related entity applies for a licence under the Act or any other Act administered by FSRA.
    5. Liang agrees that should she fail to comply with any term in these Minutes or the Order, FSRA is entitled to bring any proceedings available to it.

DATED at Toronto, Ontario, April 25, 2026

Original signed by

Lin Liang

DATED at Toronto, Ontario, April 25, 2026

Original signed by

Witness name omitted for privacy.
Name of Witness

DATED at Toronto, Ontario May 4, 2026.

Original signed by

Elissa Sinha
Director, Litigation and Enforcement
Financial Services Regulatory Authority of Ontario

By delegated authority from the Chief Executive Officer

APPENDIX A

IN THE MATTER OF the Mortgage Brokerages, Lenders and Administrators Act, 2006, S.O. 2006, c.29, as amended (the “Act”), in particular sections 38 and 29;

AND IN THE MATTER OF Lin Liang

ORDER TO IMPOSE ADMINISTRATIVE PENALTIES

Lin Liang (“Liang”) was licensed as a mortgage agent (licence # M19000939) from April 30, 2019 to March 31, 2022.

On January 10, 2024, by delegated authority from the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario (the “Chief Executive Officer”), the Director, Litigation and Enforcement (the “Director”) issued a Notice of Proposal to impose administrative penalties on Liang for the following:

1. Dealing in mortgages for remuneration outside her authorizing mortgage brokerage, contrary to subsection 2(3) of the Act;
2. Receiving remuneration from a person or entity other than her authorizing mortgage brokerage, contrary to subsection 4(1) of Ontario Regulation 187/08; and
3. Doing or omitting to do anything, in circumstances where she ought to have known that she was being used to facilitate dishonesty, fraud, crime or illegal conduct, contrary to section 3.1 of Ontario Regulation 187/08.

A Request for Hearing (Form 1), dated January 29, 2024, was delivered to the Financial Services Tribunal (the “Tribunal”) in accordance with section 39(5) of the Act respecting the Notice of Proposal.

On [date], Liang withdrew the Request for Hearing, and, on [date], the Tribunal closed its file in respect of this matter. This order is made pursuant to a settlement entered into by Liang and the Director.

ORDER

Thirty-one (31) administrative penalties in the total amount of $275,000.00 are hereby imposed on Lin Liang, for the reasons set out in the Minutes of Settlement.

TAKE NOTICE THAT Financial Services Regulatory Authority of Ontario will deliver an invoice to Liang with information as to where and how to pay the administrative penalties. Liang must pay the administrative penalties no later than thirty (30) days after the date of this Order or as otherwise agreed on.

If Liang fails to pay the administrative penalties in accordance with the terms of this Order, the Chief Executive Officer may file the Order with the Superior Court of Justice and the Order may be enforced as if it were an order of the court. An administrative penalty that is not paid in accordance with the terms of the order imposing the penalty is a debt due to the Crown and is enforceable as such.

DATED at Toronto, Ontario.

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

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