Chinese securities regulator responds to new SEC rules on listing in U.S.

CSRC again denied report that Beijing plans to ban IPOs in U.S. via VIE

The China Securities Regulatory Commission (CSRC) just put out the following statement on its website on Sunday, Dec. 5 afternoon, in apparent response to the adoption of final amendments to the U.S. Securities and Exchange Commission rules implementing the Holding Foreign Companies Accountable Act of 2020 (HFCAA), as well as the press report that China is planning to ban companies from going public on foreign stock markets through variable interest entities (VIEs).

This translation has NOT been approved by CSRC.

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Question: Recently, the U.S. Securities and Exchange Commission (SEC) announced the implementation rules of the Holding Foreign Companies Accountable Act of 2020 (HFCAA), and individual company/companies announced the beginning of delisting from the U.S., which has aroused widespread concern in the market. What is the CSRC's comment on this? What are your views on the cooperation between the U.S. and China in audit oversight, as well as the next step for domestic enterprises to list in the U.S.?

Answer: We have taken note of the situation and the concerns in the market about the cooperation between the U.S. and China in audit oversight and the prospects of enterprises listing in the U.S. The CSRC and relevant regulatory authorities have always been open to enterprises' choice of overseas listing venues, and fully respect enterprises' independent choice of listing venues in accordance with the law and compliance. Recently, individual media reported that Chinese regulators will prohibit the overseas listing of enterprises with VIE structure and promote delisting of Chinese enterprises listed in the U.S. This is a complete misunderstanding and misinterpretation. We understand that some domestic companies are actively communicating with domestic and foreign regulators to pursue listings in the U.S.

In terms of U.S.-China audit oversight cooperation, recently, the CSRC and the SEC, the U.S. Public Company Accounting Oversight Board (PCAOB), and other regulators have had frank and constructive communication on resolving problems in cooperation, and positive progress has been made in advancing cooperation on some key matters. We believe that as long as the regulators of both sides continue to uphold this principle of mutual respect, rationality, pragmatism, and professional mutual trust in their dialogue and consultation, a mutually acceptable path of cooperation can be found. In fact, China and the U.S. have been cooperating in the field of audit oversight of Chinese companies listed in the U.S., and have also explored effective ways of cooperation through pilot inspections, laying a relatively good foundation for cooperation between the two sides. However, some U.S. political forces have politicized capital market regulation in recent years, suppressing Chinese companies listed in the U.S. for no reason and coercing them to delist, which is not only contrary to the basic principles of market economy and the rule of law but also detrimental to the interests of global investors and the international status of the U.S. capital market, which is a "lose-lose" approach that benefits no one. In today's highly globalized capital market, it is all the more important for regulators to deal with audit oversight cooperation in a pragmatic, rational, and professional manner, and forcing Chinese companies listed in the U.S. to delist should not be a responsible policy option.

For some time now, relevant Chinese regulators have introduced a series of policy measures to promote the regulated development of the platform economy, the main purpose of which is to regulate monopolistic behavior, protect the rights and interests of small and medium-sized enterprises, data security, personal information security, eliminate the financial regulatory vacuum, and prevent disorderly capital expansion. In response to these new issues and tests, regulators in various countries are also trying to adopt different regulatory measures to promote a healthier and more sustainable development of the platform economy. Therefore, the relevant policies introduced by the Chinese government are not suppression of specific sectors or private enterprises, nor are they necessarily related to the overseas listing activities of enterprises.

In the process of implementing the relevant regulatory measures, the relevant Chinese regulatory authorities will unswervingly promote reform and opening up, adhere to the "two unwavering", handle the relationship among investors, enterprises, and regulators in an integrated manner, and further improve the transparency and predictability of the policy measures. The CSRC will also continue to maintain frank communication with its U.S. regulatory counterparts and strive to resolve the remaining issues in audit oversight cooperation as soon as possible.

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证监会新闻发言人答记者问

时间：2021-12-05 来源：证监会

　　问：近日，美国证监会（SEC）公布了《外国公司问责法》实施细则，个别企业宣布启动自美退市工作，引发市场广泛关注。请问证监会对此有何评论？对中美审计监管合作以及下一步境内企业赴美上市前景有何看法？

　　答：我们注意到了这些情况，也关注到市场对中美审计监管合作及下一步境内企业赴美上市前景的关切。中国证监会和相关监管部门始终对企业选择境外上市地持开放态度，充分尊重企业依法合规自主选择上市地。近期，个别媒体报道中国监管部门将禁止协议控制（VIE）架构企业赴境外上市，推动在美上市中国企业退市，这完全是误解误读。据我们了解，一些境内企业正在积极与境内外监管机构沟通，推进赴美上市事宜。

　　在中美审计监管合作方面，近期，中国证监会与美国SEC、美国公众公司会计监督委员会（PCAOB）等监管机构就解决合作中存在的问题进行了坦诚、有建设性的沟通，对一些重点事项推进合作方面取得了积极进展。我们相信，只要双方监管机构继续秉持这种相互尊重、理性务实和专业互信的原则开展对话磋商，就一定能够找到双方都接受的合作路径。事实上，中美双方在中概股审计监管领域一直在开展合作，也曾通过试点检查探索有效的合作方式，为双方打下了较好的合作基础。但是，美国一些政治势力近年来把资本市场监管政治化，无端打压在美上市中国企业，胁迫中国企业退市，这不仅有悖于市场经济的基本原则和法治理念，也损害了全球投资者利益和美国资本市场的国际地位，是一种“多输”的做法，对谁都没有好处。在资本市场高度全球化的今天，更需要监管部门以务实、理性、专业的方式处理审计监管合作问题，迫使在美上市中国企业退市不应成为一个负责任的政策选项。

　　一段时间以来，中国有关监管部门出台了一系列促进平台经济规范发展的政策措施，其主要目的是规制垄断行为，保护中小企业权益和数据安全、个人信息安全，消灭金融监管真空，防止资本无序扩张。针对这些新问题、新考验，各国监管部门也正在尝试采取不同的监管措施，促进平台经济更加健康、更可持续的发展。因此，中国政府出台的相关政策，并非对特定行业或民营企业的打压，也与企业境外上市活动没有必然联系。

　　在落实相关监管措施的过程中，中国有关监管部门将坚定不移推进改革开放，坚持“两个毫不动摇”，统筹处理好投资者、企业、监管等各方关系，进一步提高政策措施的透明度和可预期性。中国证监会也将继续与美国监管同行保持坦诚沟通，争取尽快解决审计监管合作中的遗留问题。