美国证监会主席矛头对准中概股 中国公司赴美上市凛冬将至？

原标题：美国证监会主席矛头对准中概股 中国公司赴美上市凛冬将至？

经济观察网 记者 郑一真  瑞幸咖啡自爆财务造假丑闻之后，美国证监会主席杰伊·克莱顿（Jay Clayton）罕见发文矛头直指中概股。

克莱顿表示，投资者、基金公司以及指数公司在投资包括中国在内的新兴市场时，需要正视这些地区的公司在信息披露、财务报告等方面存在更大风险，一旦出现风险，美国监管部门能为投资者做的补救措施却非常有限。

“美国证监会主席直接指出来自某个国家的上市公司存在较大风险，据我所知是第一次。” 专注美国集体诉讼的律师郝俊波对经济观察网记者表示。

克莱顿的言论搅动中概股投资圈。北京某券商投行高管对记者坦言，美国监管对中概股的风险提示每隔一段时间就会被提起，只不过这次由于发言人的级别之高，导致大家认为肯定是比较直接的威胁了。

美国匯盛金融（Horizon Financial）首席经济学家陈凯丰指出，“大家如果嗅觉灵敏，可以想象一下这个属于提前警告，下一步可能很多中概股会被调查，暴风雨来临前的宁静。”

中概股受风险提示

美国证监会官网当地时间4月21日发布的一篇文章引发资本市场的关注。

这篇名为《新兴市场投资涉及重大信息披露、财务报告和其他风险，补救措施有限》的文章署名大有来头，包括美国证监会主席杰伊·克莱顿、首席会计师Sagar Teotia、公司金融部主管William Hinman、投资管理部主管Dalia Blass，还有美国公众公司会计监督委员会（PCAOB）主席William Duhnke等五位官员。

其核心要义包括以下几点：

1，PCAOB依旧无法有效核查中概股的审计工作底稿，文中提及PCAOB多次发文提示这一风险。对于中国境内的审计机构，PCAOB不能很顺畅地直接查阅其底稿，即便审计机构是国际公司，也有很大一部分审计工作外包给中国会计公司完成。

2，鞭长莫及，美国证监会对于中概股包括公司高管的执法措施有限，比如获取这些高管信息的渠道有限，有效的执法也依赖中国监管部门的配合；投资者在投资中概股受损之后能采取的索赔手段也非常有限；

3，指数公司在编撰新兴市场相关的指数时没有将这一风险（中概股在财报及信息披露上的风险）考虑在内；

4，不可否认的一点，文中也指出美国证监会职责在于保护投资者、保持资本市场的完整性以及令市场信息畅通流动，本文并非限制投资者对中概股的投资，中概股在投资者多元化的资产配置中也是不可或缺的一部分。文章同时表示，此文仅代表作者观点，不代表美国证监会的立场，针对中概股等的法律法规也没有出现任何改变。

市场人士认为，这篇文章更像一个风险提示。

北京某大型律所合伙人对经济观察网记者分析道，可以从三个角度来考量负面影响。从投资者的角度，对于中概股的信息披露产生或加深负面感官，从而影响中概股的市值；从市场监管的角度，由于对中概股的审计工作底稿等无法有效核查，则可能进一步催生对中概股不利或者更加严苛的监管规则，进而增加中概股的合规成本或其他负面影响；从做空机构或者证券集体诉讼的角度，后续是否会产生对中概股更加不利的影响，也有待观察。

而对于即将上市的中概股影响也更大。事实上，瑞幸事件及新冠病毒疫情影响之下，中概股上市正处于低迷期。

郝俊波表示，针对非中国的投资者，影响会稍微大一些。因为他们对中概股了解的相对少，更倾向于依赖上市公司公开信息，以及证监会的官方意见。这从而也会影响未来中概股的新股认购。而中国的投资者，对中概股更熟悉，对他们的影响可能不会太大。

美国证监会最近一次针对中概股的风险提示是在2018年12月。美国证监会和PCAOB发布联合声明《关于审计质量和监管获取审计和其他国际信息的重要作用声明——关于在中国有大量业务的美国上市公司当前信息获取的挑战讨论》。PCAOB同时列出224家遭遇审计障碍的上市公司名单及其审计机构，其中包括阿里、百度、京东等中国互联网公司。

集体诉讼难践行

杰伊·克莱顿文中多次提及美国证监会针对中概股违规的执法措施很有限。

郝俊波表示，确实如此，我们在工作中确实遇到了这样的问题，有些中概股在我们诉讼过程中就申请破产，然后高管也下落不明，我们也碰到过这样的案子，最后送达都成问题，就很难帮投资者落实到赔偿的问题。

“除了证券集体诉讼，我们还有一个业务是代表中国的客户举报在美国上市的公司在中国的一些违法行为。根据我们经验，如果是问题不太严重，美国证监会受理的可能性就不太大，因为调查远在中国的公司难度会比较大，成本也比较高，美国证监会也会比较谨慎，这也是为什么他们认为对中概股的监管会更难。”郝俊波表示。

事实上，美国对冲基金天骄基金总裁郭亚夫观察到，从去年开始，来美国上市的公司就已经很少了，最多的是2017年和2018年。原因在于美国证监会对股东的组成结构，对审计师的要求，以及其他上市条件都提高了，虽然没有明文说明，但获批的公司非常少。

记者了解到，对于审计机构，美国监管也卡得比较严格。去年曾经有中国公司在临近上市时，美国证监会怀疑审计的质量，要求审计重审，后来这家公司更换审计公司才得以最终敲钟上市。

自瑞幸之后，针对中概股的集体诉讼处于高峰期。

目前正在参与瑞幸集体诉讼的律师郝俊波，同时也接手针对好未来、爱奇艺的集体诉讼案件。其对记者表示，美国证券集体诉讼制度需要统一由首席原告代表投资者进行诉讼。我们目前已经向美国法院申请担任首席原告，瑞幸的案子首席原告的竞争比较激烈，很多律师都向法院申请担任首席原告，每个案子情况不同，这个过程可能经历数月或者数年。

一名投资瑞幸的投资者在这次财务丑闻中损失了数万美元，在问及是否会通过集体诉讼索赔时，该投资者表示，太难了，基本不抱希望，只能自认倒霉。

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 PCAOB's Inability toInspect Audit Work Papers in China Continues

1.2       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 theworld’s second largest economy.[4]

TheSEC’s 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 world’s 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 company’s 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 company’s 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       PCAOB’s Inability to Inspect Audit Work Papers in ChinaContinues

Investorsand financial professionals should consider the potential risks related to thePCAOB’s 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 PCAOB’s 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 company’s 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 investor’s 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 fund’sinvestments.[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 provider’s 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 world’s 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 world’s 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.