The China Securities Regulatory Commission has always advocated solving cross-border listing audit regulatory issues through regulatory cooperation mechanisms. Practice has proved that as long as both parties uphold the spirit of mutual respect and professional pragmatism, a feasible cooperation path that meets the legal and regulatory requirements of both sides can be found.

The Sino-US Audit Regulatory Cooperation Agreement signed by the China Securities Regulatory Commission, the Ministry of Finance, and the US Public Company Accounting Oversight Board on August 26, 2022, will include the inspection and investigation activities of relevant accounting firms by both parties under the bilateral regulatory cooperation framework. Since the signing of the cooperation agreement, the regulatory agencies of both parties have strictly implemented the relevant provisions of their respective laws and regulations and the agreement and have carried out a series of effective inspection and investigation activities with smooth progress. During the cooperation process, the two sides conducted sufficient communication and coordination on the inspection and investigation plan. The US side obtained audit work papers and other documents through the Chinese regulatory authorities and conducted interviews and inquiries of relevant personnel of the accounting firms with the participation and assistance of the Chinese side. The Chinese side complied with laws and regulations and international practices, and specialized processing was conducted on specific data, such as personal information contained in the work papers, in accordance with the provisions of the cooperation agreement, to meet the requirements of relevant laws and regulations for information security protection while fulfilling regulatory responsibilities in accordance with the law.

We welcome the recognition made by the US regulatory agencies based on regulatory and professional considerations. We look forward to continuing to promote annual audit regulatory cooperation with US regulatory agencies on the basis of summarizing previous cooperation experiences, mutual respect, and trust-building, forming a normalized, sustainable cooperation mechanism, jointly creating a more stable and predictable international regulatory environment, and lawfully safeguarding the legitimate rights and interests of global investors.

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PCAOB Secures Complete Access to Inspect, Investigate Chinese Firms for First Time in History. This historic and unprecedented access was only possible because of the leverage Congress created by passing the Holding Foreign Companies Accountable Act. Congress sent a clear message with that legislation that access to U.S. capital markets is a privilege and not a right, and China received that message loud and clear.

To be cleared: this is the beginning of PCAOB's work to inspect and investigate firms in China, not the end. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward. PCAOB's teams are already making plans to resume regular inspections in early 2023 and beyond, as well as continuing to pursue investigations.

Because of PCAOB's teams hard work and commitment to holding China accountable, the PCAOB secured each of the three criteria required to achieve complete access:
One: The PCAOB exercised sole discretion to select the firms, audit engagements, and potential violations it inspected and investigated – without consultation with, nor input from, PRC authorities.
Two: PCAOB inspectors and investigators were able to view complete audit work papers with no redactions, and the PCAOB was able to retain information needed to complete our work.
And three: The PCAOB had direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspected or investigated.

The inspection reports are not yet finalized, but PCAOB is committed to releasing them as soon as possible in the new year. Preliminarily, PCAOB staff have identified numerous potential deficiencies. Any deficiencies are troubling. At the same time, it is not unexpected to find numerous deficiencies in jurisdictions that are being inspected for the first time. And the potential deficiencies identified by PCAOB staff at the firms in mainland China and Hong Kong are consistent with the types and number of findings the PCAOB has encountered in other first-time inspections around the world. Again, this is the beginning of the PCAOB’s work to inspect and investigate firms in mainland China and Hong Kong, not the end. PCAOB is continuing to demand complete access, and PCAOB will act immediately to reconsider today’s determinations should China obstruct, or otherwise fail to facilitate our access, at any time.

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Recently, we have observed instances of foreign issuers—especially foreign issuers located in the People’s Republic of China (“China”) or in Hong Kong—changing their lead auditor from a local registered public accounting firm to a registered public accounting firm located either in the U.S. or elsewhere, generally within the same network. Such arrangements pose special challenges that raise questions about whether the newly engaged registered public accounting firms—whether located in the U.S. or elsewhere—will be able to satisfy their responsibilities to serve as the lead auditor. 
With the uncertainty about potential trading prohibitions and resulting illiquidity，some issuers in China and Hong Kong have begun seeking ways to comply with applicable law while engaging home jurisdiction auditors and preserving the benefits of their access to the U.S. capital markets. Two such examples are described.

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PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission (CSRC) and the Ministry of Finance of the People’s Republic of China governing inspections and investigations of audit firms based in China and Hong Kong. This framework is merely a step in the process. This agreement will be meaningful only if the PCAOB actually can inspect and investigate completely audit firms in China.

In particular, Chinese authorities have committed to four critical items:
1. In accordance with the Sarbanes-Oxley Act, the PCAOB has independent discretion to select any issuer audits for inspection or investigation;
2. The PCAOB gets direct access to interview or take testimony from all personnel of the audit firms whose issuer engagements are being inspected or investigated;
3. The PCAOB has the unfettered ability to transfer information to the SEC, in accordance with the Sarbanes-Oxley Act; and
4, PCAOB inspectors can see complete audit work papers without any redactions. On this last item, the PCAOB was able to establish view only procedures — as it has done in the past with certain other jurisdictions — for targeted pieces of information (for example, personally identifiable information). 

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On August 26, 2022, the China Securities Regulatory Commission and the Ministry of Finance of the People's Republic of China signed an audit supervision cooperation agreement with the Public Company Accounting Oversight Board (PCAOB) of the United States. The cooperation agreement will be launched in the near future. Based on the laws and regulations of both countries, respecting international practices, and following the principle of equality and mutual benefit, the cooperation agreement has made clear provisions on the cooperation of the two parties in conducting regulatory inspections and investigations on relevant accounting firms, forming a cooperation framework that conforms to the laws, regulations, and regulatory requirements of both parties. The signing of the cooperation agreement is an important step taken by the regulatory agencies of both China and the United States in addressing the common concern of audit supervision cooperation, laying a foundation for the active, professional, and pragmatic promotion of cooperation in the next stage by both parties. Promoting cross-border audit supervision cooperation in accordance with the law will help further improve the quality of practice of accounting firms, protect the legitimate rights and interests of investors, and create a good international regulatory environment for enterprises to conduct cross-border listings in compliance with laws and regulations.

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YJ Fischer, the Director of the SEC’s Office of International Affairs, underscore four main points in the remarks at the ICSA Annual General Meeting.

First, PCAOB-registered public accounting firms must provide the PCAOB with access to their audit work papers. Importantly, the PCAOB only requests materials from the audit firm that support the auditor’s opinion on the financial statements or the internal controls of the issuer, or the quality controls of the accounting firm.;

Second, After the SEC adopted amendments to finalize rules implementing the HFCAA in December 2021, both houses of Congress passed legislation accelerating the HFCAA trading prohibition from three consecutive years to two consecutive years. Under this accelerated timeline, almost 200 China-based companies could face a trading prohibition beginning in 2023 when such issuers file their next annual report.

Third, the PCAOB would need to determine that it could complete inspections and investigations before it modifies its determinations. All of this needs to happen before the end of the year when the PCAOB must reassess its 2021 determination on non-compliant jurisdictions.Working backwards from the date of PCAOB’s 2021 determination and allocating a few weeks for PCAOB staff to draft the determination and for its Board to vote to approve it, that means the PCAOB would need to be able to complete inspections and investigations by early November 2022

Finally, should the issuers or the relevant Chinese authorities wish, they can effectuate the voluntary delisting of China-based issuers that they deem “too sensitive to comply” with PCAOB requirements, but allow other companies and audit firms to comply fully with the PCAOB inspection and investigative processes, thereby allowing the remainder of China-based issuers to avoid potential trading prohibitions in the US.

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The Commission staff will promptly add issuers it identifies under the HFCAA to the lists below, as described in more detail in Holding Foreign Companies Accountable Act Disclosure, Release No. 34-93701. Registrants are strongly encouraged to consult the release for information on how the HFCAA will be implemented.

Issuers who wish to submit evidence to dispute being provisionally identified as a Commission-Identified Issuer under the HFCAA, may contact the staff at hfcaa@sec.gov.

Provisional list of issuers identified under the HFCAA：HNP、ACH、BILI、PDD、KRKR、TME、TCOM、XPEV、JD、CHL，etc

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To solicit public opinions on the revision of the "Regulations on Strengthening the Confidentiality and File Management of Securities Issuance and Listing Overseas", the China Securities Regulatory Commission (CSRC) has collaborated with the Ministry of Finance, the State Secrecy Bureau, and the State Archives Bureau to revise the Regulations and form the "Regulations on Strengthening the Confidentiality and File Management of Domestic Enterprises' Overseas Securities Issuance and Listing (Draft for Comments)", in order to support enterprises in going public overseas in accordance with laws and regulations, improve the standardization of relevant confidentiality and file management in the process of overseas securities issuance and listing, and promote deepening of cross-border regulatory cooperation.

This revision is proposed to make adjustments to the original regulations, including:

1.Improving the legal basis by adding relevant laws and regulations such as the "Accounting Law of the People's Republic of China" and the "Registered Accountants Law of the People's Republic of China" as the superior laws;

2.Adjusting the scope of application to be in line with the "Draft Regulations of the State Council on the Management of Domestic Enterprises' Overseas Securities Issuance and Listing", and clearly applicable to enterprises' direct and indirect overseas listing;

3.Clarifying the responsibility for enterprise information security and providing clearer and more specific guidelines for domestic enterprises, relevant securities companies, and securities service agencies in confidentiality and file management in the process of domestic enterprises' overseas securities issuance and listing;

4.Improving the arrangements for cross-border regulatory cooperation to provide institutional guarantees for the safe and efficient conduct of cross-border regulatory cooperation.

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A Caixin article points out that "relevant officials of the China Securities Regulatory Commission said in response to questions from reporters that the lawful and compliant management of confidential and sensitive information, and the implementation of information security subject responsibilities, are important aspects of corporate compliance. In practice, it is extremely rare for enterprises to provide documents or materials containing confidential or sensitive information to relevant securities companies or securities service agencies. If it is necessary to provide such information for audit purposes, the 'Regulations' reiterate that enterprises must fulfill necessary approval or filing procedures in accordance with relevant laws and regulations, and require enterprises to retain relevant records of the procedures performed and the information provided, and provide written explanations to intermediary agencies, which will not bring excessive compliance costs to enterprises. The implementation of the 'Regulations' will enhance enterprises' ability to maintain information security and prevent legal risks, and promote enterprises to carry out overseas issuance and listing activities in accordance with the law.

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The China Securities Regulatory Commission (CSRC) stated that it has taken note of recent remarks made by the Chairman of the US Securities and Exchange Commission (SEC) regarding the regulatory cooperation on audit between the two countries. As Mr. Gary Gensler mentioned, the regulatory agencies of both sides have engaged in thoughtful, respectful, and productive dialogues. Since August last year, the Chairman of CSRC, Yi Huiman, and Chairman Gensler have held three video conferences to discuss the remaining issues related to the regulatory cooperation on audit between China and the US. In addition, the Chinese side has held several frank, professional, and efficient talks with the Public Company Accounting Oversight Board (PCAOB) of the US, and the overall progress has been smooth. Both sides intend to resolve their differences and issues, and the final outcome will depend on their wisdom and initial intentions.

Furthermore, regarding some companies being included on the SEC's list of companies at risk of being delisted, it is a normal procedure under the Foreign Company Accountability Act, according to the information obtained by the CSRC from the SEC. Whether these companies will actually be delisted in the next two years depends on the progress and outcome of the regulatory cooperation on audit between China and the US.

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The Commission staff will promptly add issuers it identifies under the HFCAA to the lists below, as described in more detail in Holding Foreign Companies Accountable Act Disclosure, Release No. 34-93701. Registrants are strongly encouraged to consult the release for information on how the HFCAA will be implemented.

Issuers who wish to submit evidence to dispute being provisionally identified as a Commission-Identified Issuer under the HFCAA, may contact the staff at hfcaa@sec.gov.

Provisional list of issuers identified under the HFCAA:
WB、FUTU、NCRA.、IQ、BIDU.、CASI.

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Caixin Weekly Editorial: "To return to professionalism, we must first eliminate false information. Currently, statements like 'U.S. regulatory agencies want to check Chinese companies' books' are popular but misleading, and easily stir up public emotions, disrupting smooth negotiations between the two sides. The U.S. PCAOB reviews the audit working papers of accounting firms, focusing on the compliance of accounting firms, not the books of listed companies. As the audit working papers are all the audit working records and materials obtained during the audit process, it may involve commercial secrets or even state secrets, so China's related concerns are reasonable. However, for issues that may involve confidentiality, they can be regulated in advance, such as stripping off relevant business segments for overseas-listed companies, or clearly defining state secrets and national security, prohibiting related companies from overseas listings. The Chinese government has never lacked flexible and pragmatic solutions to cope with such situations."

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The Financial Stability and Development Committee of the State Council held a special meeting to study the current economic situation and capital market issues.

The meeting discussed related issues. Regarding Chinese concept stocks, the regulatory agencies of China and the United States are maintaining good communication, have made positive progress, and are working to form specific cooperation plans. The Chinese government continues to support various types of enterprises to list overseas.

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After the State Council's Financial Stability and Development Committee held a special meeting on March 16, the Party Committee of the China Securities Regulatory Commission (CSRC) quickly held an expanded meeting to convey and study the spirit of the meeting, and to make arrangements for implementing it. The CSRC deeply recognizes that, in the current complex situation, the State Council's Financial Stability and Development Committee held a special meeting to discuss the current economic situation and capital market issues, which is very timely and important, reflects a high degree of attention to capital market work, fully responds to market concerns, and the deployments made have strong guiding and targeted significance. The CSRC will continue to strengthen communication with US regulatory agencies and strive to reach an agreement on Sino-US audit and regulatory cooperation as soon as possible. It will also push for the implementation of new regulations for overseas listings of enterprises, support various eligible enterprises to list overseas, and keep the channels for overseas listings unblocked.

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The CSRC commented on this matter as follows:

This is a normal step taken by the US regulatory authorities in accordance with the Foreign Company Accountability Act and related implementation rules. We have previously expressed our attitude towards the implementation of the Foreign Company Accountability Act. We respect the overseas regulatory authorities' strengthening of their supervision over accounting firms to improve the quality of financial information of listed companies, but we firmly oppose the wrong practice of politicizing securities regulation by some forces. We always adhere to the spirit of openness and cooperation and are willing to solve the problems of inspections and investigations of relevant firms by the US regulatory authorities through regulatory cooperation, which is also in line with international practices.

Recently, the CSRC and the Ministry of Finance have continued to communicate with the Public Company Accounting Oversight Board (PCAOB) of the United States and have made positive progress. We believe that through joint efforts, the two sides will be able to make cooperation arrangements that comply with the legal requirements and regulatory requirements of both countries as soon as possible, protect the legitimate rights and interests of global investors, and promote the healthy and stable development of the two countries' markets.

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The Securities and Exchange Commission today proposed amendments to its rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies.

The proposed amendments would require, among other things, current reporting about material cybersecurity incidents and periodic reporting to provide updates about previously reported cybersecurity incidents. The proposal also would require periodic reporting about a registrant’s policies and procedures to identify and manage cybersecurity risks; the registrant’s board of directors' oversight of cybersecurity risk; and management’s role and expertise in assessing and managing cybersecurity risk and implementing cybersecurity policies and procedures. The proposal further would require annual reporting or certain proxy disclosure about the board of directors’ cybersecurity expertise, if any.

The proposed amendments are intended to better inform investors about a registrant's risk management, strategy, and governance and to provide timely notification to investors of material cybersecurity incidents.

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The Commission staff will promptly add issuers it identifies under the HFCAA to the lists below, as described in more detail in Holding Foreign Companies Accountable Act Disclosure, Release No. 34-93701. Registrants are strongly encouraged to consult the release for information on how the HFCAA will be implemented.

Issuers who wish to submit evidence to dispute being provisionally identified as a Commission-Identified Issuer under the HFCAA, may contact the staff at hfcaa@sec.gov.

Provisional list of issuers identified under the HFCAA:
BGNE、YUMC、ZLAB、ACMR、HCM

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"Regulations on Cybersecurity Review"

The revised "Regulations on Cybersecurity Review" will be implemented from February 15, 2022. The following key points need to be emphasized:
1.Network platform operators who engage in data processing activities that affect or may affect national security are included in the scope of cybersecurity review. Network platform operators who handle personal information of more than one million users are required to apply for cybersecurity review when going public overseas. The main purpose is to further safeguard cybersecurity and data security and maintain national security.
2.There are three possible scenarios for applying for cybersecurity review: (1) no review is required; (2) after starting the review, if it is determined that it does not affect national security, the overseas listing process can continue; (3) after starting the review, if it is determined to affect national security, the overseas listing is not allowed.
3.According to the "Data Security Law," data processing activities include data collection, storage, use, processing, transmission, provision, and disclosure. The "Regulations" focus on network platform operators who engage in these data processing activities, which may affect national security.
4.Network platform operators are required to apply for cybersecurity review before submitting an application for overseas listing to foreign securities regulatory authorities.
5.The Cybersecurity Review Office is located in the National Cyberspace Administration of China, and its work is entrusted to the China Cybersecurity Review Technology and Certification Center. Under the guidance of the Cybersecurity Review Office, the China Cybersecurity Review Technology and Certification Center is responsible for receiving application materials, conducting formal reviews of the materials, etc. The China Cybersecurity Review Technology and Certification Center has also set up a cybersecurity review consulting window.

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The "Special Management Measures for the Access of Foreign Investment (Negative List) (2021 Version)" will come into effect on January 1, 2022. The 2021 version of the national and pilot free trade zone negative list for foreign investment access has been further reduced to 31 and 27 items, respectively, with a reduction rate of 6.1% and 10%. Further reducing the negative list for foreign investment access is an important measure for China to expand high-level opening up and promote high-quality economic development.

Main changes:
1.Further deepen the opening up of the manufacturing sector. In the field of automobile manufacturing, the foreign shareholding limit for passenger car manufacturing has been lifted, and the restriction on the number of joint ventures that a foreign company can establish to produce the same type of complete vehicle products in China has been lifted. In the field of broadcasting and television equipment manufacturing, the restrictions on foreign investment in the production of satellite television broadcasting ground receiving facilities and key components have been lifted, and they will be managed in accordance with the principle of equal treatment for domestic and foreign investment. With this revision, the negative list for manufacturing in the pilot free trade zone has been reduced to zero.
2.Pilot free trade zones are exploring the relaxation of market access in the service sector. In the field of market research, except for the listening and viewing surveys of broadcast television, foreign investment access restrictions have been lifted. In the field of social research, foreign investment in social surveys is allowed, but the Chinese shareholder ratio should not be less than 67%, and the legal representative should be a Chinese citizen.
3.Improve the precision of the negative list for foreign investment access. In the explanatory part of the negative list, it has been added that "if domestic enterprises engaged in prohibited investment areas in the negative list go abroad for share issuance and listing transactions, they should be reviewed and approved by the relevant competent authorities of the state. Overseas investors may not participate in the management of the enterprise, and their shareholding ratio shall be subject to relevant regulations for overseas investors' domestic securities investment management." The China Securities Regulatory Commission and the relevant competent authorities will implement precise management of domestic enterprises engaged in prohibited business areas in the negative list that go abroad for financing and listing transactions. It should be noted that "review and approval by the relevant competent authorities of the state" refers to reviewing and approving domestic enterprises' going abroad for share issuance and listing transactions that are not subject to prohibitive provisions of the negative list, rather than reviewing the activities of domestic enterprises going abroad for share issuance and listing transactions themselves.
4.Optimize the management of the negative list for foreign investment access. In the explanatory part of the negative list, "Foreign-invested enterprises investing in China should comply with the relevant provisions of the negative list for foreign investment access" has been added in accordance with the Implementation Regulations of the Foreign Investment Law. Make the connection between the negative list for foreign investment access and the negative list for market access, and add "The relevant provisions of the Negative List for Market Access shall be applied uniformly to domestic and foreign investors" in the explanatory part of the negative list.

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On December 24, 2021, the China Securities Regulatory Commission (CSRC) publicly solicited opinions on the relevant regulatory rules for overseas listings. The specific rules include the "Draft Regulations of the State Council on the Issuance and Listing of Securities by Domestic Enterprises Overseas" (referred to as the "Regulations") and the "Draft Measures for Filing Management of Domestic Enterprises' Issuance and Listing of Securities Overseas" (referred to as the "Filing Measures"), both of which were publicly solicited for opinions from the society. Key contents include:

 1.Unified filing management for domestic enterprises' direct and indirect overseas listings; domestic enterprises' issuance and listing of securities overseas should go through the filing procedures.

 2.Establish a regulatory coordination mechanism for domestic enterprises' overseas listings and strengthen regulatory coordination; improve the connection between overseas listing filing management and security review mechanisms.

 3.Improve cross-border securities regulatory cooperation arrangements and establish information notification mechanisms for filing management.

 4.For four types of situations, including listing financing that is explicitly prohibited by laws and regulations, harm to national security, significant ownership disputes, and illegal or criminal activities, it is explicitly prohibited to go public overseas. No additional thresholds or conditions will be added, and support will be provided for domestic enterprises to use overseas capital markets to raise funds for development in compliance with laws and regulations. 

 5.Clarify legal responsibilities for illegal and irregular behaviors, such as failure to go through filing procedures or fabricating filing materials, and increase the costs of illegal and irregular behaviors.

 6.In combination with the practice of opening up the capital market and supporting enterprise development, it is clarified that in cases such as equity incentives, overseas direct issuance and listing can be offered to specific domestic entities. 

 7.Apply unified filing management to the "full circulation" business of overseas direct listings, further facilitating "full circulation." 

 8.Relax currency restrictions on overseas fundraising and dividend distributions to meet the demand for domestic enterprises to raise funds in foreign currencies. 

 In addition, after introducing the background of improving the regulatory system for domestic enterprises' overseas listings, the CSRC also expressed opinions on the following issues: 

 1.The necessity of improving the regulatory system for domestic enterprises' overseas listings. 

 2.Relevant arrangements for the smooth and orderly implementation of the filing management for overseas listings and the transition period.

 3.The main process of filing management for overseas listings. 

 4.Strengthening domestic regulatory coordination under the filing management system. 

 5.5.Improving cross-border securities regulatory cooperation arrangements.VIE-structured enterprises that meet compliance requirements and comply with domestic laws and regulations can go public overseas after filing.

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The Division of Corporation Finance is issuing comments to China-based companies seeking more specific and prominent disclosure about the legal and operational risks associated with China-based companies. The Division’s comments focus on the need for clear and prominent disclosure regarding the structure of the company, including the relationship between the entity conducting the offering and the entities conducting the operating activities, risks associated with a company’s use of the VIE structure, and the potential impact on the company’s operations and investors’ interests if such structure were disallowed or the contracts were determined to be unenforceable. The Division’s comments also focus on additional legal, regulatory, and enforcement risks that may apply to investments in China-based companies, such as the potential impact of the Holding Foreign Companies Accountable Act and related rules and any necessary PRC permissions a China-based company may need to operate its business or offer securities to foreign investors.

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Recently, the Public Company Accounting Oversight Board (PCAOB) of the United States issued a determination report under the Foreign Corporation Accountability Act, stating that over 60 Chinese accounting firms registered in the US were "unable to complete inspections or investigations." On December 2, 2021, the US Securities and Exchange Commission (SEC) announced the adoption of a regulatory amendment that finalized the implementation details for the Foreign Corporation Accountability Act (HFCAA) related to information submission and disclosure. At the same time, the Chairman of the SEC stated that "if you want to issue public securities in the United States, the company auditing your books must accept PCAOB inspections." On December 17, 2021, the China Securities Regulatory Commission made the following comments on this issue: China's regulatory authorities have always maintained an open and cooperative attitude in external communications. We respect PCAOB's responsibility to oversee the quality of auditor practice. It is an international practice to resolve the issue of PCAOB inspections and investigations of Chinese accounting firms registered in the US through international cooperation. Over the past few years, the China Securities Regulatory Commission and the Ministry of Finance have actively proposed joint inspection cooperation programs and solutions to existing problems in law enforcement cooperation with the US side. We believe that the description in the PCAOB's determination report regarding the history and current situation of Sino-US audit regulatory cooperation does not fully and objectively reflect China's position and efforts, and we will communicate with the US side on related matters. At present, relevant regulatory authorities of China and the US are negotiating on conducting audit regulatory cooperation and have made some positive progress. We welcome the attitude of the SEC and PCAOB to maintain communication with China and actively solve problems, and China is ready to further communicate with the US at any time. We believe that based on the principle of respecting international conventions and the laws of both countries, and the spirit of mutual respect and trust, both sides can find a cooperative path that meets their regulatory needs, protect the legitimate rights and interests of global investors, and promote the healthy development of the capital markets of both countries.

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2021年12月16日，美国公众公司会计监督委员会（PCAOB）今天发布了一份报告（PDF），公布PCAOB因中国当局在司法管辖区采取的立场而无法全面检查或调查的，总部设在中国大陆和香港（中华人民共和国特别行政区）的注册会计师事务所。以上是根据PCAOB就履行《外国公司责任法》（HFCAA）规定的职责提供框架的规则6100规则而发布。

The Public Company Accounting Oversight Board (PCAOB) today issued a report(PDF) on its determinations that the Board is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the People’s Republic of China (PRC), because of positions taken by PRC authorities in those jurisdictions. The Board made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the Holding Foreign Companies Accountable Act (HFCAA).

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2021年12月2日，美国证券交易委员会（SEC）通过修正案，以最终确定最终规则，修订表格20-F、40-F、10-K 和 N-CSR，以执行《外国公司问责法》(“ HFCA Act”)的披露和提交要求。最后修正案适用于SEC认定已提交年度报告并附有设在外国司法管辖区的注册公共会计师事务所发布的审计报告的登记人，以及上市公司会计监督委员会(“PCAOB”)由于该司法管辖区某一当局采取的立场而无法进行全面检查或调查的登记人。根据 HFCA Act，修正案要求向委员会提交文件，证明此类登记人不是该外国管辖区的政府实体所拥有或控制的，还要求在外国发行人的年度报告中披露此类登记人的审计安排和政府对其的影响。修订于 2022 年 1 月 10 日生效. 据以作出认定的“被识别公司”名单年报对应年份不会早于2021年。

SEC are adopting amendments to finalize interim final rules that revised Forms 20-F, 40-F, 10-K, and N-CSR to implement the disclosure and submission requirements of the Holding Foreign Companies Accountable Act (“HFCA Act”). The final amendments apply to registrants that the Securities and Exchange Commission (“Commission”) identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. Consistent with the HFCA Act, the amendments require the submission of documentation to the Commission establishing that such a registrant is not owned or controlled by a governmental entity in that foreign jurisdiction and also require disclosure in a foreign issuer’s annual report regarding the audit arrangements of, and governmental influence on, such registrants. The amendments are effective on January 10, 2022. The earliest that the Commission could identify a Commission-Identified Issuer would be after registrants file their annual reports for 2021.

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2021年11月5日，美国证券交易委员会SEC正式批准美国公众公司会计监督委员会(“PCAOB”）此前拟定的第6100号规则草案。第6100号规则即日生效。第6100号规则是PCAOB响应《外国公司问责法》要求制定的实施规则。其主题（即PCAOB对审计机构的检查权）也正是中美两国长期悬而未决的跨境审计监管问题的焦点。《外国公司问责法》要求 PCAOB应对其是否由于“外国政府的立场”而无法对某些审计事务所进行充分检查或调查进行判定。第6100号规则旨在为判定对象范围、时间、依据、参考因素及具体形式提供具体的实施细则。

The Securities and Exchange Commission today announced that it has approved the Public Company Accounting Oversight Board’s (PCAOB) Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 will establish a framework for the PCAOB’s determinations under the Holding Foreign Companies Accountable Act (HFCAA) that the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by an authority in that jurisdiction.

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2021年9月23日，美国公众公司会计监督委员会（PCAOB）通过了一项新规则（PCAOB 规则 6100,），该规则与PCAOB在《外国公司责任法案》（HFCAA）下的责任有关。 2021年5月提出的规则为PCAOB提供了一个框架，如在HFCAA下考虑，董事会是否因该管辖机构中的一个或多个当局采取立场而无法检查或调查完全注册的外国会计师事务所。该规则规定：1.董事会决定的方式；2.董事会将评估的因素以及在评估是否有必要时将考虑的文件和信息；3.此类决定的形式、公开性、生效日期和期限；4.董事会重申、修改或撤销其决定的过程。

The Public Company Accounting Oversight Board (PCAOB) adopted a new rule, PCAOB Rule 6100, related to the PCAOB’s responsibilities under the Holding Foreign Companies Accountable Act (HFCAA). Proposed in May 2021, the rule provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. The rule establishes:The manner of the Board’s determinations;The factors the Board will evaluate and the documents and information it will consider when assessing whether a determination is warranted;The form, public availability, effective date, and duration of such determinations; and The process by which the Board will reaffirm, modify, or vacate its determinations.

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2021年8月6日，美国证券交易委员会（“SEC”）批准了纳斯达克股票市场关于修改其上市规则借以促进董事会多元化的建议（以下简称“纳斯达克董事会多元化新规”）。除有限的豁免及适用的过渡期间外，纳斯达克上市公司将被要求：（一）至少拥有两名具有多元背景的董事，或取而代之披露其无法满足该多元化目标的原因；（二）按年度以纳斯达克上市规则下所提供的标准模板披露董事会多元化的情况。

Today, the Commission voted to approve Nasdaq’s proposed rule changes requiring issuers to disclose certain information about the diversity of the company’s board and to offer certain companies access to a complimentary board recruiting service. These rules will allow investors to gain a better understanding of Nasdaq-listed companies’ approach to board diversity, while ensuring that those companies have the flexibility to make decisions that best serve their shareholders.

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2021年4月12日，美国证券交易委员会（“SEC”）发布本声明是为了强调SPAC交易中认股权证中常见的某些条款的潜在会计影响，并讨论如果注册人及其审计师确定之前提交的任何财务报表中存在错误时适用的财务报告注意事项。美国公认会计准则（“GAAP”）包括实体必须考虑的准则，即确定是否将可在其自有股票中结算的合同，如认股权证，作为实体的权益或资产或负债。评估本指南需要评估合同的具体条款以及实体的具体事实和情况。

SEC is issuing this statement to highlight the potential accounting implications of certain terms that may be common in warrants included in SPAC transactions and to discuss the financial reporting considerations that apply if a registrant and its auditors determine there is an error in any previously-filed financial statements. U.S. Generally Accepted Accounting Principles (“GAAP”) includes guidance that entities must consider in determining whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. Evaluation of this guidance requires an evaluation of the specific terms of the contract and also of an entity’s specific facts and circumstances.

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SPAC与目标公司的合并通常会引发复杂的财务报告和治理问题。与私营公司通过与SPAC合并进入公共市场的独特风险和挑战相关的一些关键考虑因素包括： 市场和时机考虑；财务报告方面的考虑；内部控制考虑；公司治理和审计委员会的考虑；审计师注意事项

The merger of a SPAC and target company often raises complex financial reporting and governance issues. Some of the key considerations related to the unique risks and challenges of a private company entering the public markets through a merger with a SPAC include:Market and timing considerations;Financial reporting considerations;Internal control considerations;Corporate governance and audit committee considerations; and Auditor considerations.

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SEC工作人员认识到，公平、有序和高效的市场功能和竞争是我们证券市场的标志。昨日，在纽约证券交易所（NYSE）有机会公开发表意见后，证监会批准了一项拟议的规则变更，允许参与首次公开发行的发行人在纽约证券交易所直接上市(Direct listing)。纳斯达克股票市场（Nasdaq Stock Market，简称Nasdaq）也在委员会审议一项拟议的规则修改，允许在纳斯达克自身独特的市场模式下进行首次公开发行直接上市。此外，昨天晚上，纳斯达克就这一问题提交了一份单独的拟议规则变更，纳斯达克寻求在没有事先公开评论的情况下立即生效。工作人员打算尽快完成对这些提案的审查，并与所有自律组织提出的规则变更一样，评估这些提案是否符合《交易法》和委员会规则的要求。

The staff recognizes that fair, orderly, and efficient market function and competition is the hallmark of our securities markets. Yesterday, the Commission approved a proposed rule change, following the opportunity for public comment, by the New York Stock Exchange (NYSE) to allow a direct listing of securities on the NYSE floor by an issuer engaged in a primary offering. The Nasdaq Stock Market (Nasdaq) also has pending before the Commission a proposed rule change to allow primary offering direct listings in the context of Nasdaq’s own distinct market model. Additionally, yesterday evening, Nasdaq submitted a separate proposed rule change on this issue for which Nasdaq seeks immediate effectiveness without a prior public comment period. Staff intends to work to expeditiously complete, as promptly as possible accommodating public comment, a review of these proposals, and as with all self-regulatory organizations’ proposed rule changes, will evaluate, among other things, whether they are consistent with the requirements of the Exchange Act and Commission rules.

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2020年12月3日，美国证券交易委员会（“SEC”）正在根据1940年《投资公司法》（以下简称“投资公司法”）通过一项新规则这将涉及注册投资公司或业务发展公司（“基金”）投资公允价值的估值实践和董事会的作用。该规则将为该法案的目的提供善意确定公允价值的要求。该确定将涉及评估和管理与公允价值确定相关的重大风险；选择、应用和测试公允价值方法；以及监督和评估所使用的任何定价服务。该规则将允许基金董事会指定特定方执行公允价值确定，然后由该方为基金的部分或全部投资履行这些职能。该指定将受董事会监督和某些报告及其他要求的约束，旨在促进董事会有效监督该方公允价值确定的能力。该规则将包括一项与确定单位投资信托所持投资的公允价值有关的具体规定，该信托不设董事会。该规则还将定义根据该法案何时可以随时获得市场报价。委员会还通过了一项单独的规则2，规定了与公允价值确定相关的记录保存要求，并撤销了先前发布的关于董事会在确定公允价值以及基金投资会计和审计方面的作用的指导意见

The Securities and Exchange Commission (“Commission”) is adopting a new rule under the Investment Company Act of 1940 (“Investment Company Act” or the “Act”) that will address valuation practices and the role of the board of directors with respect to the fair value of the investments of a registered investment company or business development company (“fund”). The rule will provide requirements for determining fair value in good faith for purposes of the Act. This determination will involve assessing and managing material risks associated with fair value determinations; selecting, applying, and testing fair value methodologies; and overseeing and evaluating any pricing services used. The rule will permit a fund’s board of directors to designate certain parties to perform the fair value determinations, who will then carry out these functions for some or all of the fund’s investments. This designation will be subject to board oversight and certain reporting and other requirements designed to facilitate the board’s ability effectively to oversee this party’s fair value determinations. The rule will include a specific provision related to the determination of the fair value of investments held by unit investment trusts, which do not have boards of directors. The rule will also define when market quotations are readily available under the Act. The Commission is also adopting a separate rule 2 providing the recordkeeping requirements that will be associated with fair value determinations and is rescinding previously issued guidance on the role of the board of directors in determining fair value and the accounting and auditing of fund investments

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2020年11月19日，美国证监会正在通过修正案，以更新、简化和增强S-K条例中的某些财务披露要求。具体而言，我们取消了对选定财务数据的要求，简化了披露补充财务信息的要求，以及修改管理层对财务状况和经营成果的讨论和分析（“MD&A”）。这些修订旨在消除重复披露，并使MD&A披露现代化和增强，以利于投资者，同时简化注册人的合规工作。

We are adopting amendments to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K. Specifically, we are eliminating the requirement for Selected Financial Data, streamlining the requirement to disclose Supplementary Financial Information, and amending Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”). These amendments are intended to eliminate duplicative disclosures and modernize and enhance MD&A disclosures for the benefit of investors, while simplifying compliance efforts for registrants.

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2020年8月6日，针对特朗普总统6月4日关于保护美国投资者免受中国公司重大风险的备忘录，总统金融市场工作组（PWG）今天发布了一份报告，提出了五项建议。这些建议旨在解决中国政府未能允许在美国公众公司会计监督委员会（PCAOB）注册的审计事务所遵守美国证券法和投资者保护要求给美国金融市场投资者带来的风险。

In response to President Trump’s June 4 Memorandum on Protecting United States Investors from Significant Risks from Chinese Companies, the President's Working Group on Financial Markets (PWG) today released a report making five recommendations.  These recommendations are designed to address risks to investors in U.S. financial markets posed by the Chinese government’s failure to allow audit firms that are registered with the Public Company Accounting Oversight Board (PCAOB) to comply with U.S. securities laws and investor protection requirements.

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2020年7月9日，近年来，美国投资者和我们的资本市场增加了在包括中国在内的新兴市场拥有重要业务的公司的风险敞口。今天的圆桌会议是强调和讨论投资者面临的各种风险的一系列努力中的最新一次，包括检查是否遵守和执行美国法律，以及与披露和财务报告相关的其他风险，这些风险伴随着风险敞口的增加。 这次圆桌会议是关于这一重要问题的一系列努力中的最新一次。我和SEC工作人员以及美国公众公司会计监督委员会（PCAOB）主席比尔·杜恩克（Bill Duhnke）发表了几份联合声明，强调了包括中国在内的新兴市场投资者面临的风险。此外，我和SEC工作人员与其他监管机构和国会领导人进行了接触，以强调和解决阻碍PCAOB注册审计公司审计工作和实践的信息障碍。我们还继续与美国审计公司进行接触，讨论审计质量以及在新兴市场（包括中国）审计上市公司业务所面临的某些挑战。在这些讨论中，我们强调了对成员公司进行有效和一致的全球监督的必要性，包括在监管监督更加有限时补充内部审计质量控制程序的必要性。最近，总统向总统金融市场工作组发布了一份备忘录，以提出建议，解决因美国监管机构无法检查某些中国发行人是否遵守和执行美国法律而引起的投资者保护问题。

In recent years, U.S. investors and our capital markets have increased exposure to companies with significant operations in emerging markets, including China. Today’s Roundtable is the latest in a series of efforts to highlight and discuss the various risks to investors—including inspection for compliance with, and enforcement of, U.S. laws and other risks relating to disclosure and financial reporting—that have accompanied this increased exposure. This Roundtable is the latest in a series of efforts on this important issue. The SEC staff and I, along with the Chairman of the Public Company Accounting Oversight Board (PCAOB) Bill Duhnke, have issued several joint statements highlighting risks for investors in emerging markets, including China. In addition, the SEC staff and I have engaged with our fellow regulators and congressional leaders to highlight and address barriers to information that impede access to audit work and practices of PCAOB-registered auditing firms. We also have continued to engage with U.S. auditing firms to discuss audit quality and certain of the challenges faced in auditing public company operations in emerging markets, including China. In those discussion we have emphasized the need for effective and consistent global oversight of member firms, including the need to supplement internal audit quality control procedures when regulatory oversight is more limited. More recently, the President issued a memorandum to the President’s Working Group on Financial Markets to make recommendations to address the investor protection concerns arising from the inability of U.S. regulators to inspect for compliance with and enforce U.S. laws with respect to certain Chinese issuers.

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2020年5月18日，纳斯达克向美国证券交易委员会SEC提交了三份提案: 

 1. 纳斯达克新规对处在“受限市场”的发行人的审计师资质也有额外要求。纳斯达克考虑因素包括：审计师是否接受过美国公众公司会计监督委员会的检查，在检查中是否存在审计机制的缺陷，以及审计师是否对缺陷作出及时回应。 

2. 纳斯达克新规规定发行人应当有不少于2500万美元的融资额，或者有不少于融资额25%的流通市值。 

3. 纳斯达克新规规定发行人董事或高管人员组成中必须拥有一名高级管理人员或董事具有在美国上市公司中相关过往工作经验的，或者具有同等纳斯达克以及美国联邦法律监管及披露合规经验、培训或背景.

On May 18, 2020, Nasdaq submitted three proposals to the SEC adopt additional criteria applicable to companies that primarily operate in countries where there are secrecy laws, blocking statutes, national security laws or other laws or regulations restricting access to information by regulators of U.S. listed companies (“Restrictive Markets”). 

The first proposal would codify Nasdaq’s discretionary authority to apply additional listing criteria if a company is primarily operating in a Restrictive Market as well as in situations where a company’s auditor does not demonstrate sufficient PCAOB inspection history, quality controls, resources, geographic reach and experience to adequately perform the company’s audit. 

The second proposal would require companies listing via an IPO on Nasdaq to have a minimum offering size or public float percentage if they are primarily operating in a Restrictive Market. Nasdaq would also impose higher requirements on direct listings and business combinations of companies primarily operating in Restrictive Markets. 

Lastly, Nasdaq proposes to require Restrictive Market companies listing on Nasdaq to have one member of senior management or a director that has past experience at a U.S. listed public company or familiarity with the U.S. public company regulatory framework or, alternatively, a third party advisor to provide the company with guidance on an ongoing basis.

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2020年4月21日,“在过去几十年中，美国投资者的投资组合越来越多地暴露于以新兴市场为基础的公司或在新兴市场有重大业务的公司。这种暴露包括对美国发行人和外国私人发行人（“FPI”）的投资总部位于新兴市场或在新兴市场有重要业务的公司。在此期间，中国已成长为最大的新兴市场经济体和世界第二大经济体。SEC的使命有三：保护我们的投资者、维护市场完整性和促进资本形成。确保投资者和其他市场参与者能够获得高质量、可靠的信息披露，包括财务报告，是我们努力促进上述各项目标的核心。这一高质量的承诺信息披露标准，包括有意义的、有原则的监督和执行，长期以来一直是SEC和PCAOB的关注焦点。”

Over the past several decades, the portfolios of U.S. investors have become increasingly exposed to companies that are based in emerging markets or that otherwise have significant operations in emerging markets.This exposure includes investments in both U.S. issuers and foreign private issuers (“FPIs”) that are based in emerging markets or have significant operations in emerging markets. During this time, China has grown to be the largest emerging market economy and the world’s second largest economy. The SEC’s mission is threefold: protect our investors, preserve market integrity and facilitate capital formation. Ensuring that investors and other market participants have access to high-quality, reliable disclosure, including financial reporting, is at the core of our efforts to promote each of those objectives. This commitment to high-quality disclosure standards—including meaningful, principled oversight and enforcement—has long been a focus of the SEC and, since its inception, the PCAOB.

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2020年3月12日,美国证券交易委员会（以下简称“SEC”）正在对加速申报人和大型加速申报人的定义进行修订，以更适当地调整加速申报人和大型加速申报人类别中的发行人类型，并促进资本形成、保持资本，并在保持投资者保护的同时，减少某些较小发行人不必要的负担。修正案从加速和大型加速申报人定义中排除了有资格成为较小报告公司且在最近一个可获得经审计财务报表的财年中年收入低于1亿美元的发行人。修正案还包括一项具体规定，在类似情况下，将业务开发公司排除在加速申报公司和大型加速申报公司定义之外。此外，修正案将加速和大型加速申报人成为非加速申报人的过渡门槛从5000万美元提高到6000万美元，将退出大型加速申报人状态的过渡门槛从5亿美元提高到5.6亿美元。此外，修正案在退出加速和大型加速文件归档程序状态的过渡阈值中添加了收入测试。最后，修正案在表格10-K、20-F和40-F的封面上添加了一个复选框，以表明是否在备案中包含财务报告内部控制（“ICFR”）审计师认证。修订后，除其他事项外，某些低收入发行人仍有义务建立和维护ICFR，并让管理层评估ICFR的有效性，但不要求其管理层对ICFR有效性的评估由独立审计师进行验证和报告。

The Securities and Exchange Commission (“Commission”) is adopting amendments to the accelerated filer and large accelerated filer definitions to more appropriately tailor the types of issuers that are included in the categories of accelerated and large accelerated filers and promote capital formation, preserve capital, and reduce unnecessary burdens for certain smaller issuers while maintaining investor protections. The amendments exclude from the accelerated and large accelerated filer definitions an issuer that is eligible to be a smaller reporting company and that had annual revenues of less than $100 million in the most recent fiscal year for which audited financial statements are available. The amendments also include a specific provision excluding business development companies from the accelerated and large accelerated filer definitions in analogous circumstances. In addition, the amendments increase the transition thresholds for accelerated and large accelerated filers becoming non-accelerated filers from $50 million to $60 million, and for exiting large accelerated filer status from $500 million to $560 million. Further, the amendments add a revenue test to the transition thresholds for exiting from both accelerated and large accelerated filer status. Finally, the amendments add a check box to the cover pages of Forms 10-K, 20-F, and 40-F to indicate whether an internal control over financial reporting (“ICFR”) auditor attestation is included in the filing. As a result of the amendments, certain low-revenue issuers will remain obligated, among other things, to establish and maintain ICFR and have management assess the effectiveness of ICFR, but they will not be required to have their management’s assessment of the effectiveness of ICFR attested to, and reported on, by an independent auditor.

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2020年2月19日，SEC会见了美国四大审计事务所的高级代表，包括其某些网络代表，讨论了其全球网络的审计质量以及审计在包括中国在内的新兴市场运营的上市公司所面临的某些挑战在同期的联合新闻稿中讨论了这一问题，是我们正在努力解决2018年12月关于审计质量和监管对审计及其他国际信息访问的重要作用的声明中强调的问题的一部分。值得注意的是，其中一个问题是，美国公众公司会计监督委员会（PCAOB）继续被阻止在与其他非美国司法管辖区可比的基础上检查在中国注册的PCAOB审计事务所的审计工作和实践。PCAOB检查是我们提高财务报告质量和确保审计质量的监管工作的关键组成部分。 在过去十年中，美国投资者以及更广泛的美国资本市场，越来越多地接触到在新兴市场有重要业务的公司，包括最大的新兴市场经济体中国。四家最大的审计事务所通过其全球网络共同审计了约140家中国和中国上市的美国上市公司的财务报表，和这四家审计公司的中国和香港网络公司参与了大约5%个或更多的审计时间，其中约120个案例涉及非中国，美国上市公司在中国经营。美国投资者和我们的资本市场还接触到其他在中国运营的外国上市公司，以及直接和间接投资于在中国或在中国有重要业务的非美国上市公司。"

In November 2019, SEC met with senior representatives of the four largest U.S. audit firms, including certain of their network representatives, to discuss audit quality across their global networks and certain of the challenges faced in auditing public companies with operations in emerging markets, including China. Those November 2019 meetings, which were discussed in a contemporaneous joint press release,were part of our ongoing efforts to address the issues highlighted in our December 2018 Statement on the vital role of audit quality and regulatory access to audit and other information internationally.Significantly, among those issues is that the Public Company Accounting Oversight Board (PCAOB) continues to be prevented from inspecting the audit work and practices of PCAOB-registered audit firms in China on a comparable basis to other non-U.S. jurisdictions. PCAOB inspections are a key component of our regulatory efforts to enhance the quality of financial reporting and ensure audit quality. 

Over the past decade, U.S. investors, and the U.S. capital markets more generally, have become more exposed to companies with significant operations in emerging markets, including China, the largest emerging market economy.Collectively, the four largest audit firms through their global networks audit the financial statements of approximately 140 China and China-based, U.S. exchange-listed, public companies,[5] and the China and Hong Kong network firms for these four audit firms participated in 5% or more of the total audit hours in approximately 120 instances[6] related to non-China, U.S. listed companies with operations in China.United States investors and our capital markets also have exposure to other foreign-based, U.S. listed companies that have operations in China, as well as through investments, directly and indirectly, in non-U.S. listed companies that are based in China or have significant operations in China.

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2019年11月4日, 美国证券交易委员会今天宣布，SEC主席杰伊·克莱顿、美国公众公司会计监督委员会(PCAOB）主席威廉·杜恩克，SEC工作人员上周会见了四家最大的全球网络审计公司的高级代表，讨论了审计质量以及新兴市场（包括中国这个最大的新兴市场经济体）上市公司运营审计面临的某些挑战。讨论强调需要对成员公司，包括在新兴市场运营的成员公司进行有效和一致的全球公司监督。讨论还侧重于设计和实施审计程序，以反映风险的变化。 

该对话正在进行，涉及SEC和PCAOB的工作人员，也是解决Clayton主席先前强调的问题的努力的一部分，Duhnke主席和SEC首席会计师在其关于审计质量和国际审计及其他信息监管渠道的重要作用的声明中。

The Securities and Exchange Commission today announced that SEC Chairman Jay Clayton, Public Company Accounting Oversight Board (PCAOB) Chairman William Duhnke, and members of the SEC staff met last week with senior representatives of the four largest global network auditing firms to discuss the audit quality and certain of the challenges faced in auditing public company operations in emerging markets, including China, the largest emerging market economy.The discussions emphasized the need for effective and consistent global firm oversight of member firms, including those operating in emerging markets. The discussions also focused on the design and implementation of audit procedures that are tailored to reflect changes in risk. 

This dialogue, which is ongoing and involves the staffs of the SEC and the PCAOB, is also a component of the efforts to address the issues highlighted previously by Chairman Clayton, Chairman Duhnke and the SEC Chief Accountant in their Statement on the Vital Role of Audit Quality and Regulatory Access to Audit and Other Information Internationally

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To assist investors and other stakeholders, the PCAOB makes available this database of PCAOB-registered firms located where non-U.S. authorities impede the PCAOB’s ability to conduct oversight activities required by the Sarbanes-Oxley Act. The database provides information reported by the firms on Form APs about the audit reports those firms have issued for U.S. public companies (including companies that may no longer trade on U.S. markets). 

2018年9月，美国公众公司会计监督委员会（PCAOB）网站上公布存在审计师检查障碍的公司清单，涉及了224家公司，其中213家公司位于中国大陆或香港。请留意，该公司清单会随着最新审计报告提交的AP Form而不断更新。

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