原標題：美國證監會主席矛頭對準中概股 中國公司赴美上市凜冬將至？
瑞幸咖啡自爆財務造假醜聞之後，美國證監會主席傑伊·克萊頓(Jay Clayton)罕見發文矛頭直指中概股。
克萊頓表示，投資者、基金公司以及指數公司在投資包括中國在內的新興市場時，需要正視這些地區的公司在信息披露、財務報告等方面存在更大風險，一旦出現風險，美國監管部門能為投資者做的補救措施卻非常有限。
「美國證監會主席直接指出來自某個國家的上市公司存在較大風險，據我所知是第一次。」 專注美國集體訴訟的律師郝俊波對經濟觀察網記者表示。
克萊頓的言論攪動中概股投資圈。北京某券商投行高管對記者坦言，美國監管對中概股的風險提示每隔一段時間就會被提起，只不過這次由於發言人的級別之高，導致大家認為肯定是比較直接的威脅了。
美國匯盛金融(Horizon Financial)首席經濟學家陳凱豐指出，「大家如果嗅覺靈敏，可以想像一下這個屬於提前警告，下一步可能很多中概股會被調查，暴風雨來臨前的寧靜。」
中概股受風險提示
美國證監會官網當地時間4月21日發布的一篇文章引發資本市場的關注。
這篇名為《新興市場投資涉及重大信息披露、財務報告和其他風險，補救措施有限》的文章署名大有來頭，包括美國證監會主席傑伊·克萊頓、首席會計師Sagar Teotia、公司金融部主管William Hinman、投資管理部主管Dalia Blass，還有美國公眾公司會計監督委員會(PCAOB)主席William Duhnke等五位官員。
其核心要義包括以下幾點：
1，PCAOB依舊無法有效核查中概股的審計工作底稿，文中提及PCAOB多次發文提示這一風險。對於中國境內的審計機構，PCAOB不能很順暢地直接查閱其底稿，即便審計機構是國際公司，也有很大一部分審計工作外包給中國會計公司完成。
2，鞭長莫及，美國證監會對於中概股包括公司高管的執法措施有限，比如獲取這些高管信息的渠道有限，有效的執法也依賴中國監管部門的配合；投資者在投資中概股受損之後能採取的索賠手段也非常有限；
3，指數公司在編撰新興市場相關的指數時沒有將這一風險(中概股在財報及信息披露上的風險)考慮在內；
4，不可否認的一點，文中也指出美國證監會職責在於保護投資者、保持資本市場的完整性以及令市場信息暢通流動，本文並非限制投資者對中概股的投資，中概股在投資者多元化的資產配置中也是不可或缺的一部分。文章同時表示，此文僅代表作者觀點，不代表美國證監會的立場，針對中概股等的法律法規也沒有出現任何改變。
市場人士認為，這篇文章更像一個風險提示。
北京某大型律所合夥人對經濟觀察網記者分析道，可以從三個角度來考量負面影響。從投資者的角度，對於中概股的信息披露產生或加深負面感官，從而影響中概股的市值；從市場監管的角度，由於對中概股的審計工作底稿等無法有效核查，則可能進一步催生對中概股不利或者更加嚴苛的監管規則，進而增加中概股的合規成本或其他負面影響；從做空機構或者證券集體訴訟的角度，後續是否會產生對中概股更加不利的影響，也有待觀察。
而對於即將上市的中概股影響也更大。事實上，瑞幸事件及新冠病毒疫情影響之下，中概股上市正處於低迷期。
郝俊波表示，針對非中國的投資者，影響會稍微大一些。因為他們對中概股了解的相對少，更傾向於依賴上市公司公開信息，以及證監會的官方意見。這從而也會影響未來中概股的新股認購。而中國的投資者，對中概股更熟悉，對他們的影響可能不會太大。
美國證監會最近一次針對中概股的風險提示是在2018年12月。美國證監會和PCAOB發布聯合聲明《關於審計質量和監管獲取審計和其他國際信息的重要作用聲明——關於在中國有大量業務的美國上市公司當前信息獲取的挑戰討論》。PCAOB同時列出224家遭遇審計障礙的上市公司名單及其審計機構，其中包括阿里、百度、京東等中國網際網路公司。
集體訴訟難踐行
傑伊·克萊頓文中多次提及美國證監會針對中概股違規的執法措施很有限。
郝俊波表示，確實如此，我們在工作中確實遇到了這樣的問題，有些中概股在我們訴訟過程中就申請破產，然後高管也下落不明，我們也碰到過這樣的案子，最後送達都成問題，就很難幫投資者落實到賠償的問題。
「除了證券集體訴訟，我們還有一個業務是代表中國的客戶舉報在美國上市的公司在中國的一些違法行為。根據我們經驗，如果是問題不太嚴重，美國證監會受理的可能性就不太大，因為調查遠在中國的公司難度會比較大，成本也比較高，美國證監會也會比較謹慎，這也是為什麼他們認為對中概股的監管會更難。」郝俊波表示。
事實上，美國對衝基金天驕基金總裁郭亞夫觀察到，從去年開始，來美國上市的公司就已經很少了，最多的是2017年和2018年。原因在於美國證監會對股東的組成結構，對審計師的要求，以及其他上市條件都提高了，雖然沒有明文說明，但獲批的公司非常少。
記者了解到，對於審計機構，美國監管也卡得比較嚴格。去年曾經有中國公司在臨近上市時，美國證監會懷疑審計的質量，要求審計重審，後來這家公司更換審計公司才得以最終敲鐘上市。
自瑞幸之後，針對中概股的集體訴訟處於高峰期。
目前正在參與瑞幸集體訴訟的律師郝俊波，同時也接手針對好未來、愛奇藝的集體訴訟案件。其對記者表示，美國證券集體訴訟制度需要統一由首席原告代表投資者進行訴訟。我們目前已經向美國法院申請擔任首席原告，瑞幸的案子首席原告的競爭比較激烈，很多律師都向法院申請擔任首席原告，每個案子情況不同，這個過程可能經歷數月或者數年。
一名投資瑞幸的投資者在這次財務醜聞中損失了數萬美元，在問及是否會通過集體訴訟索賠時，該投資者表示，太難了，基本不抱希望，只能自認倒黴。
附上原文
EmergingMarket Investments Entail Significant Disclosure， Financial Reporting and OtherRisks； Remedies are Limited
SEC Chairman JayClayton
PCAOB Chairman William D。 Duhnke III
SEC Chief Accountant Sagar Teotia
SEC Division of Corporation Finance Director William Hinman
SEC Division of Investment Management Director Dalia Blass
1.1 The PCAOBs Inability toInspect Audit Work Papers in China Continues1.2 Introduction[1]
Over the past several decades， theportfolios of U.S。 investors have become increasingly exposed to companies thatare based in emerging markets[2] or that otherwise have significantoperations in emerging markets。[3] This exposure includes investmentsin both U.S。 issuers and foreign private issuers (「FPIs」) that are based inemerging markets or have significant operations in emerging markets。 Duringthis time， China has grown to be the largest emerging market economy and theworlds second largest economy。[4]
TheSECs mission is threefold: protect our investors， preserve market integrityand facilitate capital formation。 Ensuring that investors and other marketparticipants have access to high-quality， reliable disclosure， includingfinancial reporting， is at the core of our efforts to promote each of thoseobjectives。 This commitment to high-quality disclosure standards—includingmeaningful， principled oversight and enforcement—has long been a focus of theSEC and， since its inception， the PCAOB。
Our ability to promote and enforce thesestandards in emerging markets is limited and is significantly dependent on theactions of local authorities—which， in turn， are constrained by national policyconsiderations in those countries。 As a result， in many emerging markets，including China， there is substantially greater risk that disclosures will beincomplete or misleading and， in the event of investor harm， substantially lessaccess to recourse， in comparison to U.S。 domestic companies。[5] This significant asymmetry holdstrue even though disclosures， price quotes and other investor-orientedinformation often are presented in substantially the same form as for U.S.domestic companies。 Immediately below， we summarize some of these risks andrelated considerations specific to issuers， auditors， index providers andfinancial professionals。 In the body of this statement， these matters are discussedin more detail。
Emerging Market Risk Disclosures are Important。 Companies that have operations in emerging markets， andinvestors in those companies， often face greater risks and uncertainties thanin more established markets。 Issuers reporting with the SEC should clearlydisclose these matters to investors。 Similarly， funds investing in emergingmarkets should ensure that their material risk disclosures are adequate and incompliance with federal securities laws。 Many risks and uncertainties areindustry- and jurisdiction-specific。 Boilerplate disclosures generally are notuseful or sufficient in these circumstances。
Quality of Financial Information， Requirements and Standards VaryGreatly。 Investors andfinancial professionals should carefully consider the nature and quality offinancial information， including financial reporting and audit requirements，when making or recommending investments。 Issuers should ensure that relevantfinancial reporting matters are discussed with their independent auditors and，where applicable， audit committees。
The PCAOB『s Inability to Inspect Audit Work Papers in ChinaContinues。 Investors andfinancial professionals should consider the potential risks related to thePCAOB’s lack of access to inspect PCAOB-registered accounting firms in China.Issuers should clearly disclose the resulting material risks。 Auditors shouldhave appropriate quality controls in place related to executing quality audits。
The Ability of U.S。 Authorities to Bring Actions in EmergingMarkets May Be Limited。 Accountability，for issuers and gatekeepers， including individual accountability， is a keyaspect of U.S。 securities law。 The SEC， U.S。 Department of Justice (「DOJ」) andother authorities often have substantial difficulties in bringing and enforcingactions against non-U.S。 companies and non-U.S。 persons， including companydirectors and officers， in certain emerging markets， including China。 Issuersshould clearly disclose the related material risks。
Shareholders Have Limited Rights and Few Practical Remedies inEmerging Markets。 Shareholderclaims that are common in the United States， including class action securitieslaw and fraud claims， generally are difficult or impossible to pursue as amatter of law or practicality in many emerging markets。 Issuers should clearlydisclose any material limitations on shareholder rights。
Passive Investing Strategies Do Not Take Account of TheseRisks。 Investors shouldunderstand that an index fund tracking a specific emerging market indexgenerally does not directly weight securities on the basis of investorprotection limitations or differences in the quality of financial reporting andavailable oversight mechanisms。
Investment Advisers， Broker-Dealers and Other Market ParticipantsShould Consider Emerging Market Risks。Financial professionals generally should consider the limitationsand other risks described above， when recommending investments in emergingmarkets。
Investorsshould recognize that these considerations (1) often are significant， (2) varyfrom jurisdiction to jurisdiction and company to company， and (3) are just someof the factors that may contribute to effective investment decision making，including portfolio and index construction。
Thisstatement should not be viewed as an effort to restrict access to emergingmarket investments。 Investor choice has long been a core component of ourcapital markets regulatory framework， and emerging market investments，including as a component of a diversified portfolio， have proven to bebeneficial to many investors。 The combination of (1) full and fair disclosure，(2) meaningful， principled oversight and enforcement and (3) broad investorchoice， has made the U.S。 capital markets the worlds deepest and most vibrant，benefiting investors， issuers and economic welfare domestically and globally.This statement reflects our commitment to preserving and promoting eachcomponent of that important and powerful combination。
1.3 Disclosure Requirements of Companies Reporting with theSEC—Importance of High-Quality， Reliable Audited Financial Statements—EmergingMarket Disclosures Often are Different in Scope and Quality Despite AppearingSimilar in Form
Companiesthat have significant operations in emerging markets often face greater risksand uncertainties， including idiosyncratic risks， than in more establishedmarkets。 Issuers reporting with the SEC should clearly disclose these mattersto investors。 Boilerplate disclosures generally are not useful or sufficient inthese circumstances。 For example， issuers should carefully consider theenvironment in which the company operates in assessing whether the company hassufficient controls， processes and personnel to address its accounting orfinancial reporting issues。 These potentially unique operating considerationsalso should be considered and reflected in financial and operational disclosuresmore generally， including disclosures of material risks， trends， uncertainties，accounting judgments and other items that are material to an investor。
Thebedrock of our globally interconnected capital market system has long beenhigh-quality， reliable audited financial statements。 Without high-quality，reliable financial information， capital markets do not function well，increasing capital costs and risks of misconduct， including the potential forinvestors to be defrauded。
Companies that file annual reports with theSEC， including FPIs (non-U.S。 issuers that qualify as foreign private issuersunder our rules)， must file financial statements that have been audited by anindependent， PCAOB-registered accounting firm。 Management is responsible forthe preparation of the financial statements， including responsibility forestablishing and maintaining disclosure controls and procedures (「DCP」) andinternal control over financial reporting (「ICFR」)， and for maintainingaccountability for the companys assets， among other things。[6] The auditor is responsible to planand perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement， whether caused by error or fraud。[7] Management for companies that fileannual reports with the SEC， including FPIs， must determine that the financialstatements， and other financial information included in the report filed withthe SEC， fairly present in all material respects the financial condition，results of operations and cash flows of the company。[8]
In addition to annual reports with auditedfinancial statements， companies subject to the periodic reporting requirementsunder the Securities Exchange Act of 1934 (「Exchange Act」)， other than FPIs，must file quarterly reports[9] that include interim financialstatements reviewed by an auditor and other disclosure items， andcertifications by the principal executive and financial officers of thereporting company。[10] By contrast， FPIs subject to theperiodic reporting requirements of the Exchange Act are not required to filequarterly reports or quarterly certifications by the principal executive andfinancial officers of the FPI， but rather are only required to furnish certaininterim information in specified circumstances。[11]
Whilethe form of disclosure may appear substantially the same as that provided byU.S。 issuers and FPIs in many jurisdictions， it can often be quite different inscope and quality。 Furthermore， that scope and quality of disclosure cansignificantly vary from company to company， industry to industry， andjurisdiction to jurisdiction。
1.4 Financial Reporting and Other Disclosure Risk in EmergingMarkets
Investorsand financial professionals should carefully consider the nature and quality offinancial information， including financial reporting and audit requirements， aswell as other disclosure risk， when making investment decisions regardingcompanies that are based in， or have significant exposure to， emerging markets.These risks vary significantly depending on a variety of factors。
Thefrequency， availability and quality of financial information about potentialinvestments in emerging markets may vary。 For example， while a U.S。 broker maybe able to process an order for shares of a company that only trades on anemerging market securities exchange， these foreign-traded companies are notlikely to file reports with the SEC。 The information available about thesecompanies， and its reliability， generally is significantly less than theinformation available about companies that file reports with the SEC， includingbecause these companies generally are not subject to the same regulatory，accounting， auditing or auditor oversight requirements applicable to companiesthat file reports with the SEC。
In thisregard， it is important to understand the critical role that issuers， auditcommittees， auditors and regulators each play in the U.S。 financial reportingsystem。 In other words， there are a series of checks and controls that worktogether to promote high-quality， reliable financial information。 Similarly，investors and other stakeholders should clearly understand how any limitationson the scope of these roles have an impact on the information provided。
For example， audit committees of operatingcompanies and funds reporting with the SEC play a vital role through theiroversight of financial reporting， including ICFR and the external， independentaudit process。[12] In 2002， the Sarbanes-Oxley Act[13] introduced a number of requirementsto increase and strengthen the role of audit committees in financial reporting，including the independent audit committee requirement。 We believe the measuresrelated to audit committees have proven to be some of the most effectivefinancial reporting enhancements included in the Sarbanes-Oxley Act。[14] However， not all jurisdictionsmandate independent audit committees or have similar requirements。 Investorsshould consider the impact of a companys corporate governance structure，including the role of the audit committee or similar oversight， when makinginvestment decisions in emerging markets。
Inaddition， while FPIs are generally subject to the SEC『s reporting and oversightregulations discussed above， not all those regulations apply。 Further， asdiscussed in more detail below， the ability of U.S。 authorities to bringactions for violations of those regulations may be limited in foreignjurisdictions and particularly limited in emerging markets， including in China，the world’s largest emerging market。 Issuers should discuss these matters withtheir independent auditors (and where applicable， audit committees) and shoulddisclose the related material risks。
Topromote high-quality financial reporting and reliable audits for issuersreporting with the SEC， we continue to meet with those involved in thefinancial reporting system， including investors， preparers， audit committeesand auditors to listen to stakeholder concerns， understand emerging issues andrisks， answer questions and share views on current financial reporting matters.Investors， financial professionals and index providers should considercarefully that this type and level of engagement may not occur in emergingmarkets。
1.5 PCAOBs Inability to Inspect Audit Work Papers in ChinaContinues
Investorsand financial professionals should consider the potential risks related to thePCAOBs lack of access to the work of PCAOB-registered accounting firms inChina。 Issuers should clearly disclose the resulting risks to investors。
The Chairman of the SEC and the Chairman ofthe PCAOB， as well as staff from the SEC and the PCAOB， have on variousoccasions reminded investors of the significant risks related to investments inChina due to the inability of the PCAOB to inspect[15] audit work and practices ofPCAOB-registered accounting firms in China (including Hong Kong， to the extenttheir audit clients have operations in China) with respect to their audit workof U.S。 reporting companies。[16]
Investors should understand the potentialimpacts of the PCAOB『s lack of access when investing in companies whose auditoris based in China。 Even when the auditor signing the audit report is not basedin China， if the company has operations in China， investors should considerwhether significant portions of the audit may have been performed by firms inChina， and the potential impact of the PCAOB’s inability to access such auditwork papers。 Investors can access information about the PCAOB『s lack of accesson the PCAOB’s website。[17]
Given the importance to investors ofunderstanding the potential material risks related to the PCAOBs lack of accessrelated to PCAOB-registered accounting firms in China， issuers with operationsin China should make clear disclosures regarding these risks， includinghighlighting these limitations as a risk factor。[18]
In connection with our ongoing efforts toaddress a number of issues related to the quality of financial reporting andauditing in emerging markets， we have been meeting with senior representativesof the six largest U.S。 audit firms and representatives of their globalnetworks。 To be clear， these discussions with the audit firms are not intendedto be a substitute for the PCAOB inspecting audit work and practices ofPCAOB-registered accounting firms in China with respect to their audit work ofU.S。-listed companies。 These meetings have included discussions regarding auditquality across their global networks and the importance of effective andconsistent oversight of member firms globally， including those operating inChina and other emerging markets。[19] In each of these meetings， theaudit firms have recognized their responsibilities as auditors and acknowledgedthe importance of consistent audit methodologies across their global networks.We were clear in sharing our expectations that they fulfill theseresponsibilities。
1.6 Enforcement Actions by the SEC， DOJ and Other U.S。 AuthoritiesMay Be Limited
Accountabilityfor issuers and gatekeepers， including individual accountability， is a keyaspect of U.S。 securities law。 The SEC， DOJ and other authorities often havesubstantial difficulties in bringing and enforcing actions against non-U.S.companies and non-U.S。 persons， including company directors and officers， incertain emerging markets。 Issuers should clearly disclose the related risks。
Investors， including individual investors，funds and companies， should understand potential limitations on enforcementactions when making investment decisions in emerging markets。 Due tojurisdictional limitations， matters of comity and various other factors， theSEC， DOJ and other U.S。 authorities may be limited in their ability to pursuebad actors， including in instances of fraud， in emerging markets。 For example，in China， there are significant legal and other obstacles to obtaininginformation needed for investigations or litigation。[20] Similar limitations apply to thepursuit of actions against individuals， including officers， directors andindividual gatekeepers， who may have engaged in fraud or other wrongdoing。 Inaddition， local authorities often are constrained in their ability to assistU.S。 authorities and overseas investors more generally。 There are also legal orother obstacles to seeking access to funds in a foreign country。 Issuers shouldclearly disclose the related material risks and financial professionals shouldconsider these risks when making or recommending investment decisions。
1.7 Shareholder Rights； Shareholder Recourse
Shareholderclaims that are common in the U.S。， including class action securities law andfraud claims， generally are difficult or impossible to pursue as a matter oflaw or practicality in many emerging markets。 Issuers should clearly discloseany material limitations on shareholder rights。
Investorsshould understand legal and practical differences affecting their ability toprotect their interests when making investment decisions in emerging markets.Where investors purchase a security can affect whether they have， and wherethey can pursue， legal remedies against the foreign company or any otherforeign-based entities involved in a transaction。 Investors in emerging marketsmay not have the ability to seek certain legal remedies in U.S。 courts asprivate plaintiffs。 Moreover， even if investors sue successfully in a U.S.court， they may not be able to collect on a U.S。 judgment against a company，entity or person， including company directors and officers， in an emergingmarket， particularly when the companys assets and those of its directors andofficers are located in an emerging market。 As a practical matter， investorsmay have to rely on domestic legal remedies that are available in the emergingmarket。 These remedies often are limited and difficult for internationalinvestors to pursue。
Giventhe importance of a clear understanding of these risks to investors， managementof companies based in jurisdictions where there may be significant limitationson an investors ability to seek redress should make clear disclosuresregarding these risks， including highlighting these limitations as a riskfactor。
1.8 Drafting and Presenting Risk Disclosure: Disclosure Should beProminent and Clear； Boilerplate Disclosure is Not Sufficient
In light of both the significance andcompany-specific nature of the risks discussed in this statement， we expectissuers to present these risks prominently， in plain English and discuss themwith specificity。[21] Issuers based in emerging marketsshould consider providing a U.S。 domestic investor-oriented comparativediscussion of matters such as (1) how the company has met the applicablefinancial reporting and disclosure obligations， including those related to DCPand ICFR and (2) regulatory enforcement and investor-oriented remedies，including as a practical matter， in the event of a material disclosureviolation or fraud or other financial misconduct more generally。 Similarly， asdiscussed further below， registered funds， including those investing inemerging markets， must disclose the principal risks of investing in thesecurities they hold in their prospectuses and summary prospectuses； thisshould also be presented in plain English and with specificity as to the fundsinvestments。[22]
1.9 Passive Investing； Index Construction
Investorsshould understand that an index fund tracking a specific emerging market indexgenerally does not consider or weigh investor protection considerations wheninvesting in a particular security。
Inaddition to a number of considerations when investing in any fund， investors inindex funds and other passively-managed funds should understand the potentialimpact of the fund『s passive investing strategy on the investor’s exposure torisks in emerging markets。 For example， an emerging market index fund may seekto track a specific emerging market index， and therefore may invest in all ofthe securities included in that index or only a sample of those securities.However， the composition of the emerging market index itself generally wouldnot weigh individual securities by investor protection considerations。 That is，in index construction， decisions are made on a jurisdiction-wide basis。 Forexample， once a jurisdiction is included， individual securities from thatjurisdiction are included in the index based on the index providers specificweighting methodology (e.g。， based on market capitalization)。 The index may ormay not weigh the jurisdiction as a whole on the basis of investor risk orother factors in addition to market capitalization。
Investorsand financial professionals should consider these index construction decisionsand the related risks when making or recommending investment decisions in suchfunds。
1.10 Considerations for Investment Advisers and Funds
Financialprofessionals generally should consider limitations on the quality oravailability of information， as well as the other risks described above， whenrecommending investments in emerging markets。 Funds investing in emergingmarkets should consider whether they have adequate risk disclosure about theunique risks and uncertainties that companies with significant operations inemerging markets often face。 Boilerplate disclosures generally are not usefulor sufficient in these circumstances。
Inaddition to the general considerations for investors above， investment advisersand funds should be mindful of their obligations under the Investment AdvisersAct of 1940 (「Advisers Act」) and Investment Company Act of 1940 with respect toinvestments in emerging markets。
Investment advisers， including advisers tofunds， have a fiduciary duty to their clients under the Advisers Act， includinga duty of loyalty and a duty of care。[23] The duty of care includes a duty toprovide investment advice that is in the best interest of the client。 In orderto provide such advice， an adviser must have a reasonable belief that theadvice is in the client『s best interest based on the client’s objectives。 Forexample， an adviser should consider whether investments are recommended only tothose clients who can and are willing to tolerate the risks， and should conducta reasonable investigation into the investment sufficient not to base itsadvice on materially inaccurate or incomplete information。 Accordingly，investment advisers that are recommending investments in emerging markets maywant to consider， as part of their due diligence， whether there are limitationson the quality or availability of financial information with respect to theseinvestments， as well as possible limitations on investors『 legal remedies alongthe lines of those discussed above。 Investment advisers should also considerthe effect of market closures on their clients』 investments and ability to gainaccess to their assets。
In addition， mutual funds， exchange-tradedfunds and other registered investment companies are required to disclose theirprincipal risks in the fund『s prospectus and summary prospectus。 These riskswill depend on the fund’s investment objective(s)， holdings， investmentstrategies and structure。[24] Private fund advisers also muststate all material facts necessary to make the statements made to any investoror prospective investor in the fund not misleading。[25] If a fund invests or may considerinvesting a significant portion of its assets in emerging markets， it shoulddisclose those principal risks related to the quality or availability of thefinancial information of such investments， impact of any potential marketclosures and other related risks。
1.11 Closing
It isimportant that investors， funds， financial professionals and index providersconsider carefully the issues， risks and uncertainties associated withinvesting in emerging markets， including China， the worlds largest emergingmarket and second largest economy。 In particular， protections similar tocertain key elements of the U.S。 regulatory regime may not exist in thesemarkets and， as both a legal and practical matter， applicable regulations aremore limited from an investor protection perspective。 It is imperative thatcompanies based in or with significant operations in these emerging markets， aswell as their audit committees (if applicable) and auditors， each fulfill theirresponsibilities to (1) prepare and provide high-quality， reliable financialinformation and other disclosures， including through considerations of thecircumstances and environment in which these companies operate and (2) provideaccurate and complete risk disclosure， including with regard to the limitedrights and remedies of U.S。 authorities and investors。
This statementshould not be viewed as an effort to restrict access to emerging marketinvestments。 Investor choice has long been a core component of our capitalmarkets regulatory framework， and emerging market investments， including as acomponent of a diversified portfolio， have proven to be beneficial to manyinvestors。 The combination of (1) full and fair disclosure， (2) meaningful，principled oversight and enforcement and (3) broad investor choice， has madethe U.S。 capital markets the worlds deepest and most vibrant， benefitinginvestors， issuers and economic welfare domestically and globally。 Thisstatement reflects our commitment to preserving and promoting each component ofthat important and powerful combination。
(責任編輯：DF120)