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SEC 意见信与财务造假

— — 基于中概股危机的实证分析








( 北京大学光华管理学院



*



100871)

【摘要】2010 ~ 2011 年,美国卖空机构相继发布研究报告,质疑绿诺科技等在美上市的中概股公司涉嫌财务造
假。其质疑随后被证实,多家中概股公司股价暴跌,最终停牌或退市。据 Bloomberg 报道,此次做空机构识别财
务造假的重要信息来源竟然是此前未曾引起投资者关注的美国证监会 ( SEC) 公开披露的公司公告意见信。本
文以中概股危机为背景,研究 SEC 意见信对于财务造假的预测作用。研究发现: 相较于没有收到 SEC 意见信的
企业,收到意见信的企业更有可能成为问题公司。SEC 意见信提出的问题数量越多,解决难度越大,企业越有
可能成为问题公司。本文的研究对于帮助投资者理解如何解读 SEC 意见信,识别财务造假有重要意义,也为
SEC 制定合理的意见信披露制度提供政策性建议。
【关键词】 SEC 意见信

财务披露

财务造假

反向并购

一、引言

要监管机构。为了保证上市公司向投资者提供的信息真实


自 2010 年起,美国的 “浑水 “香橼” 等做空机构相
继对在美 上 市 的 中 国 公 司 发 起 攻 击,质 疑 “绿 诺 科 技”

有用,符合证券法等法律法规,SEC 会审核上市公司提交
的文件 ( 如季报,年报,证券注册申请等) ,对其信息披

“东南融通” 等公司涉嫌财务造假,被做空的公司股价暴

露的恰当性,完整性以及合规性予以评估,并通过意见信
( comment letter) 将发现的问题向公司进行反馈。意见信中

跌,市值缩 水。美 国 证 券 交 易 委 员 会 ( Securities and Exchange Commission,简称 SEC) 随之介入调查。至 2011 年,
针对财务造假公司的大部分质疑被证实,40 余家在美上市
的中国公司被长期停牌或退市。而据 Bloomberg 报道,此次

的意见涵盖基本信息错漏,重要事项披露不完善,违背会
计准则等多个方面。公司依据问题的具体情况向 SEC 予以
回应。通常,SEC 与公司间会经过多轮交流,直到 SEC 提

做空机构识别财务造假的重要信息来源竟然是一直未被公
众注意的 SEC 公开披露的公司公告意见信。报道中提到:

出的问题被全部解决,审核过程宣告结束。在全部审核过
程完成以后的 45 天 ( 2012 年后改为 20 天) ,SEC 会将意

“美国做空机构浑水公司的分析师报告引发了中概股

见信及回复公开披露在其网站上,供投资者查看。SEC 希

近 70 亿美元的损失,而在其进行研究发现做空机会时用到

望通过意见信,帮助公司及时发现财务披露上的不足,提

的一项秘密武器正是美国证券交易委员会的公开网站。浑
水公司的高管表示,网站上所披露的 SEC 向公司高管发出

高信息披露质量; 同时为投资者评估企业价值,制定合理
的投资决策提供参考。

的意见信,包含了企业信息披露准确性和合规性的重要信

然而,无论是在实务界还是在学术界,意见信都尚未

息。然而由于意见信并非即时公布,其尚未引起投资者的

足够关注。 ( Bloomberg,2013) ①

得到足够的关注。在学术界,虽然对于企业信息披露的研
究很多,对于 SEC 的文件审核流程以及意见信的研究却相

至此,意见信走入了我们的视野。意见信究竟是何文

对较少。而在实务中,中概股危机不仅使得中国的在美上

为吗? 要解决这些疑问,首先要了解美国资本市场的信息

市企业成为饱受诟病的一方,作为这场危机中的监管方,
SEC 发挥的作用也饱受争议。虽然 SEC 在事后对造假公司

披露监督机制。美国证券交易委员会是美国资本市场的主

进行了起诉、叫停股票交易、提高转板门槛等措施,但是

件? 意见信真的这么有效,可以提前预测公司财务造假行

* 本文是国家自然科学基金 ( 71273013 和 71132004) 和教育部人文社科研究项目 ( 12YJA630186) 的阶段性成果,并得到光华领导力
研究院 ( #12—14) 和北京大学光华管理学院院长科研基金的资助。
① http: / /...

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