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Shades of Gray: Internal Control Reporting by Chinese U.S.-listed Firms

Abstract

Chinese firms listing in the U.S. via reverse mergers (CRMs) have dominated prior media, regulator and research attention. Yet CRMs have effectively ceased, leaving Chinese firms listing via initial public offerings (CIPOs) as the relevant remaining class of Chinese firms listing on U.S. exchanges. This study documents salient differences between CIPOs, CRMs and U.S.-domiciled U.S.-listed firms by examining Sarbanes-Oxley Act Section 302 and 404 ineffective internal control (IIC) and related disclosures that underlie financial reporting quality, with three main findings. First, both CIPOs and CRMs report significantly more IICs than U.S.-domiciled counterparts. Second, both CIPOs and CRMs under-report IICs to a greater degree than U.S.-domiciled counterparts (CIPO for only 302 disclosures). Third, CIPOs report and under-report IICs significantly less than CRMs. Collectively, our results clarify and recast prior characterizations of internal controls underlying the reporting quality of Chinese firms listed in the U.S. and elsewhere.preprin

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