On SAIC and SEC Filings
posted by The Traveller on Tuesday, July 27, 2010

The comparison of Chinese filings and U.S. SEC filings from U.S.-listed Chinese companies has become a hotly discussed topic over the past several weeks. A large number of articles, most notably from authors with short positions in the stocks discussed, focus on severe discrepancies between SAIC reported numbers and SEC filings, and conclude there must be fraud involved. Such an automatic conclusion is just plain wrong as there are many legitimate reasons for those numbers not to match.

With this article I am going to clarify some of the major aspects in this rather complicated system of multiple filings for one and the same U.S.-listed company. The article is based on a July 12 report from Roth Capital Partners (many thanks for supplying it for this purpose), several other reliable sources, and my own research.

Every U.S. listed Chinese company with actual business operations in China has to file financial statements with three agencies (there are more but those don't matter here): The U.S. Securities and Exchange Commission (SEC), China's State Administration of Industry and Commerce (SAIC), and the Chinese State Administration of Taxation (SAT). Let's have a more detailed look at those Chinese agencies:

China's State Administration of Industry and Commerce (SAIC)

The SAIC (http://www.saic.gov.cn) is primarily responsible for business registration, business licenses and acts as the government supervisor of corporations. The SAIC is the Chinese government registrar for official documents like articles of incorporation, legal persons, registered capital and company ownership. In order to renew their annual business licenses, all Chinese companies must file a so-called 'Company Annual Inspection Report' with the SAIC between March and June every year. This report includes financial statements such as balance sheet and income statement, but those numbers are not verified or audited by the SAIC. The agency is primarily concerned with legal compliance issues and not with operating data or taxes.

State Administration of Taxation (SAT)

Chinese companies pay a variety of taxes as VAT, Enterprise Income Tax (EIT), business tax and payroll taxes. The tax filings made with the SAT (http://www.chinatax.gov.cn) are much more similar to SEC filings than what has to be submitted to the SAIC for business licenses. The SAT requires audited financial data including balance sheet, income statement and cash flow statement and the tax bureaus audit those reports quite frequently themselves and fine offenders who under-report to the SAT. Tax collectors in China are not any less serious than those in Europe or the United States. Financial statements to the SAT are much more reliable than SAIC filings, however those are not publicly accessible and unavailable to investors or research analysts.

Reasons for non-matching SAIC/SEC Numbers

There are several legitimate reasons for SAIC reported financial statements not to match those numbers filed with the SEC. First of all, the SAIC is the business registrar and not the Chinese equivalent of the SEC. The SAIC does neither review nor audit financial statements submitted with the annual inspection report. Most companies see the sole purpose of an SAIC filing in getting their business license renewed, and some even hire a third party to do the filing for them. China Marine Food (CMFO) CFO Marco Ku explained that in a recent interview with Zack Buckley:
It is tedious to file with the government. They need to supply documents, ask for specific things, and it is very difficult. Most companies try to use an agent firm to file these with the government. I didn't do it myself when I ran my personal business based in Beijing some years ago because it is too tedious to do all the filing. If you pay an agent it can be done without headache in a few days. CMFO used an agent, paid a fee and got the business license done. In the process, the agent doesn't care whether you earn how much or whether you lose money. They just care whether your company is in operation. The agent firm doesn't ask us for audited reports. We pay the fee and get the license back. When I realized that the public can somehow access SAIC documents, we immediately asked my team to do the filing on their own instead of agent firm.
Another reason is the difference in accounting principles. Chinese documents are audited under PRC GAAP, while SEC filings are based on U.S. GAAP standards for financial reporting. There are many differences between those standard, starting with how revenue is recognized. I can't get into detail here but the bottom line is that certain key numbers don't have to be the same in order to still both be correct.

Roth Capital points out several other possible reasons for divergent filings:
  • Business Consolidation: In China every legal entity has to file its own annual inspection report with the SAIC. This includes every individual division or subsidiary of the U.S.-listed company and a separate report from the parent company. Sometimes the parent report is consolidated while other times it is not. According to Roth, inter-company transactions might be treated differently than in the U.S.: "For U.S. GAAP purposes, inter-company transactions are treated carefully to avoid double counting. However, for PRC tax purposes, PRC tax professionals may seek to use inter-company transactions in ways to minimize tax. This includes using different consolidation approaches and/or using inter-company transactions to allocated profits to entities that are
    subject to lower tax rates (including Hong Kong companies or PRC entities that have special tax benefits)."

  • Overseas Activities: SAIC filings only reflect business activities in the PRC while filed reports with the SEC have to reflect worldwide financial data for the consolidated U.S.-listed company. Revenue that is generated overseas or assets held outside of the PRC (even Hong Kong) will not be included in the SAIC filings. Another good example for the effects is that cash that a company keeps on U.S. bank accounts to pay for overseas expenses might not show up on the balance sheet submitted to the SAIC.
It can't be denied that many Chinese companies try to under-report their net profits to the authorities. Roth Capital concludes that "companies often find ways to reduce PRC taxable net income through various means, including aggressive practices." Another reason for understating financials with the SAIC is to avoid disclosing their real operating size to customers, suppliers and competitors. There, Chinese companies are not any different from those in America or Europe, why should they be?


Non-matching PRC and U.S. financial statements do not automatically point to errors, mis-statements or even fraud, as many of the circulating articles on this subject try to make you believe. In fact, in most cases they do not. The key here is the company's independent public accounting firm, that is responsible for the SEC filings. The auditor is responsible for reconciling U.S. filings with the SAT tax filings in China. The amount of taxes paid in China are a U.S. GAAP expense and if the auditor has reviewed the Chinese filings and determines that there is an underpayment of tax, they will require the company to record a tax reserve on the balance sheet filed with the SEC.

I do fully agree with Roth's conclusion that a high quality auditing firm with a great level of experience in China and with Chinese accounting should be one of the key criteria for making any investment decision in U.S.-listed China small caps. While I acknowledge that audit expenses for an early stage Chinese firm with limited business and profits should be contained at a reasonable level, I am convinced that with growing revenues and net profits every Chinese company should consider appointing a top tier auditor, and those who have not done this should be approached with more caution by investors. Roth Capital Partners:
"Severe discrepancies between U.S. GAAP reported income and PRC reported income and tax should be immediately apparent to the U.S. GAAP auditor, particularly those with extensive experience in China. We believe this experience is a critical consideration when evaluating companies as potential investments. We place most confidence in auditors with a high-level of experience in China, including a strong China-based team. While many U.S.-listed Chinese companies start out with less established auditors, we believe the highest quality companies migrate to more experienced auditors over time. We believe that retaining a small, inexperienced auditor year after year should be viewed as a risk factor and evaluated accordingly. "
Here at Trading China you will find the auditors of all companies we are tracking on their Score Cards. There is also a full list of auditors available. The list doesn't mean to imply that all those auditors not ranked in the Top 10 (or Top 100) are bad or less trustworthy, many of them might do a fantastic job, however it can be safely assumed that all the top tier names have extensive experience in China and a large number of partners, a reputation to lose, a strong China team, to deal with all those questions in the best of interests for the company and investors worldwide.

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At July 27, 2010 2:08 p.m. , Blogger China Investor King said...

Fantastic article if I was you I would publish it on Seeking Alpha.

At July 27, 2010 3:01 p.m. , Anonymous Value1008 said...

I second the motion...
Succinct, yet very thorough.
It's really important that this info get out to a much wider readership of investors and institutions. S.Alpha would be one venue; perhaps TheStreet.com would also publish it.

At July 27, 2010 4:10 p.m. , Anonymous Anonymous said...

Great article. Shorts have really exploited the lack of knowledge among many China investors about the differences in function and purpose of SAIC and SEC, 2 totally different governmental agencies. This has helped them make big money on stocks like ONP, TXIC, CHBT... This article will help debunk one their favorire tools.

At July 28, 2010 1:42 a.m. , Blogger jimidean said...

great article, the word needs to get out.

At July 28, 2010 3:10 a.m. , Blogger jimidean said...

yours' is the best china stock site, bar none.

At July 29, 2010 11:51 a.m. , Anonymous Anonymous said...

assume what you say is true. one of the bull cases is that the multiple for onp or cmfo is way undervalued compared to us companies. if one has to accept that chinese numbers may not match why should one pay us multiples for these stocks? they should be heavily discounted

At July 29, 2010 9:21 p.m. , Blogger Birdman said...

Your overlook the obvious. The tax documentation is reviewed and approved and chopped by the SAT and forwarded to the SAIC. You are suggesting that the numbers between the SAT and SAIC are independently filed which is totally incorrect. You might improve your understanding of what an SAIC Annual looks like if you actually looked at a couple dozen of them.

You would not post such ridiculous drivel if you had actually seen full copies 30- 50 pages each of a filing. I will be happy to provide you with copies of 20 I currently have.

Roth is basically saying if you are so incompetent not to understand Chinese accounting laws preclude consolidation you might mistakenly consider an SAIC filing for a non active FIE as the only revenue source. A very rookie mistake and not made by any but the most casual observer.

The excuse of hiring agents is an outright lie. The filings are chopped with the single existing chop in existence for that company and signed by the legal representative of that company. An agent can be hired to assist in the formation of a registered entity but the company is 100% responsible for all filings submitted to the SAT and the SAIC. If you are told otherwise you are being lied to.

Even assuming you are comfortable with your company being tax cheats, there is virtually no economic upside for income tax cheating in China. They have a tax system driven by VAT, essentially a sales tax on every transaction conducted in the PRC. ~ 80% of all corporate taxes are collected through VAT. The VAT system is self auditing. If you pay the added fees for VAT to your purchase you can deduct those taxes in full when you resell the product itself (wholesale to retail) or items you have made from raw materials (manufacturing and assembly). The government has a national data collection system and each sales transaction has a unique identifying number. Dependent on the size of the company the sales are required to be reported daily and paid as frequently as every three days. You can't get a credit against your taxes due unless you have that matching transaction number to prove you paid the vendor the VAT and the vendor has reported it to the SAT.

In other words tax avoidance is a lame excuse that only works in convincing American neophytes.

And the overriding issue is basic character of a company that would feel that they could recklessly risk the entire operation by violating the clearly understandable laws of the land.

The logic question no one ever answers is why would a company go to the time, expense, and risk of preparing mismatched financials when it would be free, easy and honest to provide the same data to all regulatory bodies?


You do a genuine diservice by disguising the clear and present dangers to investors and you should restrict firm opinion to issues you have some personal knowledge of. Everyone has already heard the dozens of BS responses and you merely repeat your personal favorites.

At July 29, 2010 10:39 p.m. , Blogger The Traveller said...

John, I haven't disguised anything, instead urged everyone to look at the companys' auditors before making an investment decision. The auditors are responsible for the SEC filings which matter here, to correct any mistakes that might have been made with the Chinese filings in the past or present - for whatever reason. This is not a judgment on any individual company and the accuracy of their reporting. The article just points out that non-matching numbers in SAIC/SEC filings can not and should not automatically be associated with fraud.

The problem of independent filings with different agencies in China is apparently being addressed by the government now, according to Roth Capital:

"Realizing the weakness of the financial statements submitted with the AIC filings, China has recently raised the standards of its AIC filing requirements. All Foreign-owned enterprises are required to file annual reports through a unified annual inspection website at www.lhnj.gov.cn with a single set of audited financials. The filings are shared among AIC, tax bureaus, customs, foreign exchange bureau (SAFE), and the financial branch of local governments. Although the filing only provides basic summary information, it does deter wide discrepancies. A number of Chinese companies we interviewed, both public and private, have been submitting the same audited financial reports for both AIC and tax filings."

So it seems that U.S.-listed Chinese companies will no longer be able to submit unaudited financials to the SAIC with their annual reports.

At July 30, 2010 3:51 a.m. , Blogger Birdman said...

And they never have been allowed to file unaudited reports since the creation of the SAIC regulations on FIE's in 71 or 81.

The rollout of the computer filing is possibly a 10 year project (Target is Dec 2014 which won't happen) with different provinces working under different schedules and different stages for the size of the companies effected.

The diservice I refer to is repeating the company line that excuses variations rather than using the very clear point made in the last post " A number of Chinese companies we interviewed, both public and private, have been submitting the same audited financial reports for both AIC and tax filings" And the obvious question when a company chooses not to take that path of least resistance is ask ," Why not?". Long experience has painfully taught me that if you are wise enough to avoid the losers the winners will find you. Two sets of books warns me of a likely loser.


At July 30, 2010 11:03 a.m. , Anonymous Anonymous said...

Narrow view by Birdman..typical uneducated short. The Traveller provides insight into how the likes of Birdman fraudulantly manipulate information. Good information Traveller!

At August 09, 2010 3:24 a.m. , Anonymous Anonymous said...

John Bird (Waldo_Mushman) has worked hand in hand with Muddy Waters
Research, LLC to "Short and Distort" Orient Paper (ONP) since late
June 2010! POST YOUR ARTICLE IMMEDIATELY on Seeking Alpha. Your article
along with the guest post by Edward Hoots on the Ironfire Capital, LLC from
July 23, 2010 are the two most informative posts I have seen on doing
business in China and dealing with US listed Chinese stocks! Unfortunately,
Waldo,the knowledgeable scum bag, uses these discrepancies in accounting
which you explain very well to MOUNT "SHORT and DISTORT" attacks on US
Listed Chinese securities - FOR PERSONAL GAIN! In the case of ONP he has
followed the MW report almost intact. The publication of that report
cut the value of the ONP share by 50% in one day. The report is bogus
and on Friday, Muddy Waters, LLC 'moved on' and John (Waldo) Bird made
a post stating that ONP was going to $10+ and how he was a 'Liar and a
Cheat' and a master of the art of "Short and Distort"!

I did see you visit the ONP message board once and CERTAINLY HOPE YOU
WILL POST THIS ARTICLE on Seeking Alpha. ONP have engaged Loeb & Loeb,
as well as, Deloitte & Touche to give an independent third party
opinion on the charges brought by Muddy Waters. The company did give
excellent PRELIMS and will post second quarter results on August 16.
I do hope you will NOT be frightened off from posting this wonderful
article by the likes of John (Waldo_Mushmanz, Mushman, Mushman, Plantation, pleasant)Bird.

At August 15, 2010 12:37 p.m. , Blogger The Traveller said...

I have had vivid email discussions with John Bird about the SAIC/SEC matter and we could not agree on a mutual position. But I do believe that wildly opposing opinions are part of this all and discussing them can be very productive as long as this is done in a respectful way. There are many risks associated with investing in U.S.-listed Chinese small caps and my article was not meant to defend any company in particular, especially not ONP, CSKI, FUQI or NEP. I can not make a judgment on any of those companies, I would only repeat second-hand information and at best make an educated guess.

I was stating that generalizing and automatic conclusions of possible fraud based on mismatching SAIC filings are wrong and unfounded, but that does not mean that there is no fraud to be found within this sector. There certainly is. Looking at the auditors is probably the best idea for international investors when in doubt.

There is tremendous value hidden in U.S.-listed China stocks and many of the best names are being punished for no other reason than them being Chinese and transparency and credibility issues from some 'problem companies' spreading over to the whole sector. There is always a chance of a new NEP-type of bomb going off somewhere, it is your skills in stock picking that will bring in the best returns.

At April 06, 2011 5:51 a.m. , Blogger New World Party said...

Dear Rames:

Good article. However, this article came out yesterday:


They say that SAIC and SAT filings do matter.

What is wrong with their argument?

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