Deal Nears to Let U.S. Inspect Chinese Company Audit Records in Hong Kong


SINGAPORE—The U.S. and China are nearing an agreement that would allow American accounting regulators to travel to Hong Kong to inspect the audit records of Chinese companies listed in New York, according to people familiar with the matter, as the two countries move toward resolving a yearslong standoff.

Securities regulators in Beijing are making arrangements for U.S.-listed Chinese companies and their accounting firms to transfer their audit working papers and other data from mainland China to Hong Kong, the people said.

Regulators from the U.S. Public Company Accounting Oversight Board would then travel to the semiautonomous city to perform on-site inspections of the Chinese companies’ auditors and their records, they added.

The China Securities Regulatory Commission recently informed some accounting firms and companies about the plan, the people said, adding that U.S. accounting inspectors could arrive in Hong Kong as soon as next month. A final agreement can only be reached if the U.S. side determines that it has full access to the audit working papers, they said.

The CSRC said, in response to a Wall Street Journal query, that it doesn’t have any relevant information to disclose. The PCAOB declined to comment.

Earlier this month, Erica Williams, chair of the PCAOB, told the Journal in an interview that U.S. accounting inspectors and investigators were prepared to travel to inspect Chinese companies’ audit work papers when an agreement was in place.

“We have teams ready, bags packed and ready to go—if we have an agreement that’s reached, so that we can actually test out that agreement and make sure that what we have in the agreement on paper is actually working in practice,” Ms. Williams said, adding that she herself is prepared to go if need be.

PetroChina, a large Chinese oil and gas producer, has said it intends to delist its shares from the New York Stock Exchange.



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More than 200 U.S.-listed Chinese companies are facing the prospect of being booted off American stock exchanges starting in early 2024, if their auditors can’t be inspected by the PCAOB for three consecutive years. Around 160 companies—including Alibaba Group Holding Ltd., JD.com and Baidu Inc.—have so far been identified as noncompliant with the Holding Foreign Companies Accountable Act, which took effect last year.

For years, regulators in China were reluctant to allow such inspections, and argued that unfettered access to companies’ audit papers and their data could threaten the country’s national security. Y.J. Fischer, an official with the U.S. Securities and Exchange Commission, recently said such a claim is “questionable at best.”

Since the HFCAA took effect, authorities in China have expressed a desire to find a way to comply with the law.

American securities regulators, meanwhile, have said that they need full access to companies’ unredacted audit papers before they will deem China in compliance. SEC Chairman Gary Gensler said that a framework that allows them to inspect and investigate Chinese auditors is only a step in the process, and “the proof will be in the pudding.” Those inspections can take several months to complete.

Chinese regulators have told some companies in recent weeks that the government will support them being listed in the U.S., as long as the companies comply with domestic regulations on data security and personal information protection, according to people familiar with the matter. The regulators have also indicated that they will allow U.S. accounting regulators to have unrestricted access to companies’ audit records in Hong Kong, they added.

As the threat of involuntary delistings looms, some U.S.-listed Chinese companies, including Alibaba and Yum China Holdings Inc., are planning to convert their secondary listings in Hong Kong to primary listings. That would allow their shares to continue trading in the Asian financial hub if they are kicked off U.S. exchanges.

Five Chinese state-owned companies, including one of China’s largest oil and gas producers PetroChina Co., earlier this month said they intend to delist their American depositary shares from the New York Stock Exchange. They cited low U.S. trading volumes and the administrative burden and costs of maintaining their New York listings as reasons for their decisions.

Write to Keith Zhai at keith.zhai@wsj.com

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