How China Small-Caps Can Come Clean

The issue is actually more complicated than that. Much has been recently written about the significance of discrepancies between SAIC and SEC filings. My experience in dealing with many China small-caps leads me to several conclusions.

1. Minor discrepancies in SAIC filings are no cause for concern due to differences in accounting treatment as well as differences in revenue and income recognition for subsidiaries and international sales.

2. Large discrepancies can be (but are not guaranteed to be) a cause for concern. I have spoken with many Chinese CFOs, and many of them have never even paid attention to their SAIC filings. The filings are a perfunctory administrative filing that is often delegated to junior non-financial staff or even outsourced to third-party filing agents. In addition, these statements are not audited by U.S. or Chinese auditors.

Therefore, in many cases they may have no relation to the legitimate profitability of the company. I do, however, view large discrepancies as a red flag and a cause for concern, partly because it reflects sloppiness on the part of management and partly because it opens up the company to short speculation or an outright short attack

3. The real filings that matter are the SAT (Tax) filings of the Chinese company. The Chinese government is focused on collecting tax revenue, and senior management does pay attention to these filings. As a result, if SAT filings do not match, it can be a cause for significant concern. Unfortunately, unlike SAIC filings, these documents are not public and in fact are almost unobtainable. It is possible to get them in some circumstances and can be a very clear indicator of the presence or absence of fraud.

4. The conclusion is a bit complicated, and many investors miss this important nuance. There are two types of corporate structure for Chinese small-caps, variable interest entities (VIEs) and foreign invested enterprises (FIEs). Getting into all of the details is beyond the scope of this particular article, but I hope to do so later. The relevant point to consider here is that for an FIE structured company, the SAIC and SAT financials are reconciled and audited in China and should definitely match. If they do not, then there exists a high probability of either SEC fraud in the U.S. or tax fraud in China. Neither of these things is good. But if the filings do all match up, then much concern can be alleviated.

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