Five years ago, Sino-Forest Corp. was one of the largest commercial forestry companies in China and a stock-market darling, attracting capital from legendary hedge fund investors such as John Paulson.
Sino-Forest owned and operated tree plantations throughout China, and manufactured and sold wood products to downstream customers. The company floated shares onto the Toronto Stock Exchange. Its stock soared as investors rushed to participate in a supposedly booming Chinese economy. At one time, Sino-Forest’s market capitalization eclipsed $6 billion.
Then it all came crashing down.
In June 2011, Muddy Waters Research, then a little-known New York-based boutique with a focus on identifying and shorting fraudulent companies, released a scathing report alleging fraud at Sino-Forest. Muddy Waters called the company a “multibillion-dollar” Ponzi scheme, and found that Sino-Forest fabricated sales transactions to inflate revenues, while grossly overstating its assets (investments in trees and other holdings).
Within days, Sino-Forest lost almost 80 percent of its market value. Nine months later, it filed for bankruptcy protection and proceeded to liquidate the company. In January 2015, an Ontario judge approved a $9 billion class-action lawsuit to go to trial, brought on by investors who lost their investments.
Lack of Trust
During the last decade, Chinese firms rushed to list their shares in North American markets for access to new capital sources. Analysts have long issued warnings about investing in Chinese state-owned companies. But the perils of investing in Chinese private-sector firms such as Sino-Forest, arguably, are even greater.
It’s enormously difficult to build a successful private enterprise in a state-dominated Chinese economy without resorting to lying, cheating, and corruption. Privately owned companies are also constantly at the risk of forced nationalizations and asset-grabbing by local and provincial politicians.
In short, fraud is rampant.
Sino-Forest was headquartered in North America, which made it an accessible target—relatively speaking—once fraud was identified.
A vast majority of U.S.-listed Chinese firms are based in China, which makes identifying fraudulent activity much more difficult. We can assume that Sino-Forest was only the tip of the iceberg.
Because these companies typically aren’t covered by research analysts from large banks, investors must rely on audited financial statements, which tell of a company’s revenues, profits and losses, its balance sheet, and other vital financial information. In the United States, audited financials are periodically reviewed by the Securities and Exchange Commission (SEC), and the auditors themselves (as well as their work) are subject to periodic examination by accounting regulators. It’s part of a checks-and-balances system to promote financial market integrity and protect investors.
A Black Hole
Unfortunately for U.S. investors buying into Chinese companies, they get no such comfort. Chinese audit firms have refused to hand over audit-work papers to the SEC even after the regulator issued subpoenas as part of its ongoing investigation of U.S.-listed Chinese companies.
The Public Company Accounting Oversight Board, the American accounting regulator, doesn’t have the jurisdiction to examine the work of Chinese auditors. The “Big Four” accounting firms of PricewaterhouseCoopers, Ernst & Young, KPMG, and Deloitte also cannot help, as their Chinese affiliates are locally owned and must comply with Chinese laws prohibiting disclosure of such work to foreign entities.
In May 2014, China’s Ministry of Finance issued new rules barring international accounting firms from sending overseas staff to work on audits of mainland Chinese companies. In essence, the Chinese Communist Party has made audit-work papers akin to state secrets, to be guarded with the utmost vigilance.
One can only imagine why that is the case.
