外国公司问责法案

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干货分享 | 企业赴美上市的六大关键挑战与应对策略
Sou Hu Cai Jing· 2025-07-09 02:17
Regulatory and Legal Compliance Challenges - The introduction of a filing system for overseas listings in China starting in 2023 increases time costs and poses risks of failing to list if the filing is unsuccessful [2] - The SEC in the U.S. has strict disclosure requirements, particularly concerning audit working papers for Chinese companies, despite a cooperation agreement between China and the U.S. [2] - Domestic policies affecting industries like real estate and education may lead to scrutiny of business models [2] - Legal risks include the potential for delisting under the Foreign Company Accountability Act and compliance challenges with the FCPA [2] Strategies for Regulatory Compliance - Companies should plan early and understand U.S. regulatory requirements before preparing for listing [3] - Engaging a professional legal team familiar with both Chinese and U.S. securities laws is essential for compliance [3] - Establishing a robust internal control system is necessary to ensure the accuracy and transparency of financial reporting [3] Differences in Accounting Standards - Significant differences exist between Chinese Accounting Standards (CAS) and U.S. GAAP, affecting revenue recognition and asset impairment, which can impact company valuations [5] - Companies in sensitive industries must handle audit working papers carefully to balance compliance and disclosure [5] Strategies for Accounting Compliance - Companies should adjust financial statements according to GAAP before listing to meet U.S. regulatory requirements [6] - Hiring an auditing firm recognized by the PCAOB can enhance the credibility of financial reports [6] Investor Culture Differences - Information asymmetry may lead to U.S. investors undervaluing Chinese companies due to a lack of understanding of their business models [8] - U.S. investors prioritize long-term growth potential, innovation, and management execution, which may not be effectively communicated by traditional Chinese companies [8] - Short-selling firms may target Chinese stocks, necessitating enhanced financial transparency and crisis management capabilities [8] Strategies for Investor Engagement - Frequent roadshows can help companies understand U.S. investor culture and effectively communicate their core competencies and long-term plans [9] - Establishing a professional investor relations team and improving ESG reporting can enhance transparency and attract U.S. investors [10] Geopolitical Conflicts - Uncertainties in U.S.-China relations, including trade tensions and technology sanctions, can affect the listing process and stock prices [11] - Domestic policy tightening, such as data security reviews, requires timely assessments of listing feasibility [12] Strategies for Managing Geopolitical Risks - Companies should consider diversifying listing locations and financing channels to mitigate market volatility risks [13] - Strengthening communication with investors to convey stable operational information can enhance investor confidence [13] Information Security and Data Privacy - Strict compliance requirements under the Data Security Law and Personal Information Protection Law pose challenges for companies handling user data [15] - Conflicts between U.S. data disclosure requirements and Chinese regulations necessitate compliant data processing solutions [15] Strategies for Data Compliance - Companies should clearly outline data compliance measures in their prospectus and conduct data security assessments before data export [16] - Maintaining close communication with government departments can help secure policy support for cross-border data flow [16] High Listing Costs - The financial burden of listing in the U.S. includes underwriting, legal, accounting, and sponsorship fees, which can be significant for smaller companies [17] - Ongoing compliance costs post-listing, such as regular audit and disclosure expenses, can also be high [17] Strategies for Cost Management - Conducting thorough financial planning and cost-benefit analysis before deciding to list in the U.S. is crucial [18] - Introducing strategic investors prior to listing can alleviate financial pressure and ensure sufficient funding for the listing process and subsequent operations [18]
美国威胁中概股退市,香港已做好准备
Feng Huang Wang· 2025-04-22 10:58
Core Viewpoint - The potential delisting of Chinese companies from U.S. exchanges poses risks not only to the companies and American investors but also to the overall credibility of the U.S. capital markets [1][12]. Group 1: U.S. Regulatory Environment - The Foreign Company Accountability Act (HFCAA) was enacted to impose additional disclosure requirements on foreign companies listed in the U.S., primarily targeting Chinese firms [4][6]. - The PCAOB has identified numerous Chinese companies facing audit obstacles, which could lead to their delisting if they fail to comply with U.S. auditing standards [3][4]. - The SEC has already placed several Chinese companies on a provisional list requiring them to prove compliance with the HFCAA, resulting in significant stock price declines [4][5]. Group 2: Impact on Chinese Companies - Delisting would severely impact Chinese companies, limiting their ability to raise capital through stock issuance and reducing their operational transparency [10][11]. - The loss of access to the U.S. capital market is a significant setback for Chinese firms, although they may seek alternative listings in markets like Hong Kong [13]. - Companies that are delisted may face challenges in pledging shares for loans and may experience a decline in their market image, affecting their long-term operations [11][12]. Group 3: Investor Implications - U.S. investors would bear the brunt of losses if Chinese companies are forced to delist, as the funds raised through stock issuance are already utilized by these companies [7][10]. - The potential for compensation under the Securities Investor Protection Act (SIPA) exists, but it may not adequately cover the losses incurred by investors [8][9]. - The volatility surrounding the delisting process could create opportunities for capital market players, but it would primarily harm retail investors who may suffer significant losses [9][12]. Group 4: Broader Market Consequences - The delisting of Chinese companies could undermine global investor confidence in U.S. capital markets, affecting not only Chinese firms but also other foreign companies considering U.S. listings [9][12]. - The HFCAA's implications extend beyond Chinese companies, potentially impacting firms from other countries, which may reconsider their strategies for entering the U.S. market [9][12].