The U.S. Securities and Exchange Commission is beefing up disclosure requirements for Chinese issuers, reflecting concerns over Beijing’s crackdown on technology firms.
SEC Chairman Gary Gensler announced Friday a wide range of directives to staff that cover both Chinese companies that seek to register securities directly in the U.S. and those that use so-called variable interest entities, or VIEs, a form of shell company.
Among other things, the commission will require VIE registration statements to clearly distinguish the shell company and the China-based operating company and all companies to disclose whether they have received or were denied permission from Chinese authorities to list on U.S. exchanges and the risks that such approval could be denied or rescinded.
“I believe such disclosures are crucial to informed investment decision-making and are at the heart of the SEC’s mandate to protect investors in U.S. capital markets,” Gensler said in a statement.
The SEC’s move comes three weeks after China’s internet regulator proposed new rules tightening state control over companies’ access to capital, focusing in particular on the VIE mechanism that enabled such Chinese tech giants as Alibaba, Baidu, and Weibo to list overseas.
The rules would require any company with data from more than 1 million people to undergo a formal government review before listing on foreign exchanges.
Chinese listings in the United States have reached a record $12.8 billion so far this year, according to Refinitiv data, as companies swooped in to capitalize on the U.S. stock market reaching daily record highs.
“The disclosures of U.S.-listed Chinese companies have not met the threshold of disclosure for other companies headquartered in the U.S.,” Ed Mills, Washington policy analyst at Raymond James, told The Wall Street Journal.
Gensler cited “the recent developments in China and the overall risks with the China-based VIE structure” in announcing his directives to staff.
“The China-based operating company, the shell company issuer, and investors face uncertainty about future actions by the government of China that could significantly affect the operating company’s financial performance and the enforceability of the contractual arrangements,” he said.