Deep within Alibaba Group Holding Ltd.'s filing to go public in the U.S. is a reminder that investors still have no way of telling how well or poorly Chinese companies are being audited.
Alibaba acknowledged Tuesday that investors could 'lose confidence' in the quality of its reported numbers because U.S. regulators haven't been able to inspect the work of its outside auditor, the Hong Kong affiliate of PricewaterhouseCoopers.
The Chinese Internet giant mentioned the issue as a risk factor in its filing for what's anticipated to be one of the largest initial public offerings in history. The company's statements highlight anew the possibility that Chinese companies could get pulled into a long-running dispute between the U.S. and Chinese governments concerning how much oversight the U.S. should have over the audits and financial reporting of China-based companies that trade on U.S. markets.
U.S. audit regulators from the Public Company Accounting Oversight Board conduct regular inspections of all firms that audit U.S.-traded companies, to evaluate the quality of the audit firms' work and their compliance with auditing rules. But the Chinese government has blocked the PCAOB from conducting inspections inside China.
That affects not only Chinese audit firms, but also Hong Kong firms that audit companies based in mainland China, as PwC Hong Kong does. In all, the PCAOB hasn't been able to inspect 16 Hong Kong audit firms and eight mainland China firms, according to the board's website. (All the major accounting firms are international networks made up of freestanding, legally separate member firms in each country in which they do business, including separate firms for Hong Kong and mainland China.)
As a result, Alibaba said in its filing, its shareholders 'may be deprived of the benefits' that could flow from such inspections, such as making audits better by identifying and fixing problems with the auditors' procedures.
'Geopolitics are now part of risk factors,' said Jacob S. Frenkel, a former Securities and Exchange Commission enforcement attorney now in private practice. But he downplayed the possibility that Alibaba might actually be hurt by the U.S.-China dispute: 'Nowadays risk-factor disclosures include everything imaginable.'
An Alibaba spokeswoman said the company didn't have any comment beyond the statements in its filing. A PwC spokesman declined to comment.
In addition, Alibaba said it could be affected by a related dispute over U.S. regulators' access to audit-firm documents about Chinese companies.
In January, an SEC administrative law judge ruled the Chinese affiliates of PwC and other accounting firms should be suspended from auditing U.S.-listed companies for six months because they wouldn't give the SEC documents about some of their audit clients, to aid the SEC in investigating those companies. The firms have appealed the judge's decision, and they say they couldn't turn over the documents because China could penalize them harshly under Chinese laws that treat such documents as 'state secrets.
The ruling doesn't affect Hong Kong audit firms, but experts have said the Hong Kong firms often outsource their audit work on Chinese companies to the same firm's affiliate in mainland China. It isn't known whether PwC itself does so. Alibaba said in its filing that if the Chinese firms lose their appeal and are suspended, the company would need to consider the 'alternate support arrangements' that PwC Hong Kong would need in auditing Alibaba's mainland-China operations.
阿里巴巴集团(Alibaba Group Holding Ltd.)在美国申请上市的文件中隐藏着一个提醒，那就是投资者仍然没有办法判断对中国公司的审计质量如何。
美国公共公司会计监督委员会(Public Company Accounting Oversight Board，简称：PCAOB)的审计监管人员定期审查所有对在美上市公司进行审计的公司，评估审计公司的工作质量以及它们是否遵守审计规则。但中国政府禁止PCAOB在中国境内进行审查。
私人执业律师、前美国证券交易委员会(Securities and Exchange Commission, 简称SEC)执法部律师弗伦克尔(Jacob S. Frenkel)说，地缘政治现在是风险因素之一。但他认为阿里巴巴因美中纠纷受到影响的可能性不是很大。他说，如今的风险披露声明包括了一切人们能想到的东西。