中国股在美国乌云压顶 / Storm Clouds Linger Over US Listed Chinese Stocks

东8时区 GMT+8 2012-07-16


北大光华管理学院教授Paul Gillis博士在他的“中国会计博客”(China Accounting Blog)中写道:迫于美国公众公司会计监督委员会(PCAOB)的压力,纽约证券交易所和纳斯达克将有五分之一的可能会要求中国公司退市。












Storm Clouds Linger Over US Listed Chinese Stocks

In his China Accounting Blog, Dr. Paul Gillis, a Professor at Peking University's Guanghua School of Management, writes that there is a one in five chance that the NYSE and NASDAQ will be forced by the Public Corporation Accounting Oversight Board (PCAOB) to delist Chinese companies.

There are 200-plus Chinese companies listed on NYSE and NASDAQ, with hundreds more which have come to market through reverse mergers. Many have been implicated in fraud and accounting scandals, which has prompted the US Congress to complain to the PCAOB and the SEC about the quality of the auditing of US listed Chinese companies.

In response, the PCAOB has been engaged for many years in discussions in China on gaining access to inspect accounting firms, without success. Big Four accounting firm Deloitte has refused to provide working papers to the SEC on at least two Chinese companies, saying that Chinese regulators will not permit them to do so. One case between the SEC and Deloitte is currently before the US courts. Other big Four firms reportedly face similar dilemmas.

Professor Gillis observes that while this set of issues has been well known to many in US-China financial, legal and accounting professions for some time, there is a risk in the current US presidential election climate that it could be politicized in a much wider public context.

There is no question that China's private sector has used US stock markets as an important source of capital. China's own stock markets focused more during their first decade (1990 - 2000) on reform of SOEs than the private sector.

Delisting of Chinese companies would be a reputational blow for China and Chinese business. It would also be a historic decision with negative implications for the traditional role of American markets in global finance.

Many influential voices in China would like to see Chinese companies eventually come back to China to be listed, but few would argue that China's stock markets are yet sufficiently well-developed to satisfy the demand. Hong Kong could be a beneficiary, if the delisting scenario Gillis outlines were indeed to take place.

Meanwhile, the auditing battleground will soon be redefined, because the Big Four accounting firms face imminent Chinese regulatory deadlines forcing them to restructure into limited partnerships with at least 60% ownership in the hands of locally qualified accountants. This deadline date arises at different times for each of the Big Four, as the initial 20-year lifespan of their current joint ventures expire. First up is KPMG, in August, 2012, with Ernst & Young and Deloitte later this year.

Following the upcoming reorganizations, each of the four must obtain approval from the PCAOB, which has a rule stipulating no approval can be granted to accounting firms from countries which do not permit inspections. Without PCAOB approval, they will not be permitted to audit US listed Chinese companies or participate in any significant way in the audit of a US listed MNC.

To further complicate matters, China's State Administration of Commerce and Industry (SAIC) began a crackdown on access to Chinese company corporate filings in February, 2012, apparently in response to the much-publicized negative impact of short-sellers of Chinese stocks like Muddy Waters and Citroen Research.

The impact of this crackdown, which appears to be ongoing, extends far beyond would-be short-sellers of overseas listed Chinese companies. Due diligence of the sort that MNCs and other corporate would routinely pursue in connection with M&A activity in China also relies heavily on corporate filings. The SAIC restrictions have thus crippled the due diligence efforts of companies that specialize in this kind of work, as well as potential new M&A activity.

For the time being, therefore, while storm clouds linger over US listed Chinese companies, both the Chinese company IPO and M&A markets seem to be squarely in the middle of a long, cold summer.