⚠️ Attention all traders and holders of Chinese stocks: You should read this if you don’t know what a VIE is. Sure, most of you will be repelled by the great wall of text here (so many words!), but you might want to keep this post nearby.
Hello. You are aware that Wall Street’s bustling bazaar hosts a veritable Forbidden City of Chinese companies draped in ticker tape rather than silk. Today, I will provide background and data on all allowed Chinese companies listed on three of the largest U.S. stock exchanges: New York Stock Exchange (NYSE), Nasdaq, and NYSE American.
I should note that a bustling troupe of 26 national securities exchanges are registered with the SEC in the United States. Most are owned by the Nasdaq, NYSE, or the Chicago Board Options Exchange (CBOE).
Nonetheless, based on data from the World Federation of Exchanges as of August 2023, the NYSE and Nasdaq were the top two exchanges behemoths of the global financial stage, accounting for 42.4% of the total $110.2 trillion in valuation traded across 80 major global exchanges.
🖼️ I had a photo of Wall Street to add here, but I'm only allowed to include one attachment.
2022 vs. 2023
According to the U.S.-China Economic and Security Review Commission, as of January 8, 2024, there were 265 Chinese companies listed on the three U.S. exchanges, with a total market capitalization of $848 billion. That valuation is down from a year prior—January 9, 2023—when a slightly lower 252 Chinese companies were tracked, but they represented a total market capitalization of $1.03 trillion.
Since January 2023, 24 Chinese companies have entered the spotlight of the three U.S. exchanges, raising $656 million in combined initial public offerings (IPOs). On the other hand, eleven Chinese companies have folded their tents and delisted.
China Securities Regulatory Commission
The American stock exchanges witnessed a springtime bloom of Chinese IPOs in the first quarter of 2023. However, this listing activity came to an abrupt halt as the clock struck March 31, 2023.
Why? The China Securities Regulatory Commission (CSRC) implemented a revised approval process for companies going public overseas.
I won’t get into the details, but China has rules to cap foreign investment and ownership in sectors deemed strategic, such as technology. In the past, those regulations have driven several Chinese firms to the legal gymnastics of a Variable Interest Entity (VIE) structure—a clever contrivance that allowed them to leapfrog domestic constraints.
However, under the revised review mechanism, every company, regardless of its corporate ownership structure, must now bow before the China Securities Regulatory Commission (CSRC) to register its intent to list overseas.
🖼️ I had a photo of the CSRC building to add here, but I'm only allowed to include one attachment.
The gatekeeper
Therefore, although the CSRC touted this regulation as a necessary measure for enforcing regulatory compliance and preventing fraud (which is true), it also helps regulators act as gatekeepers poised to block any proposed listing they deem poses a risk to their national security or jeopardizes China's national interests.
This process is wide-ranging. For instance, it includes an evaluation of the company’s safeguards against disclosing what the Chinese Communist Party considers potential state secrets. But we’re not talking about top-secret black-ops projects meant to be hidden from international oversight committees. No… any company that collects personal information on more than one million users requires stern data security review mechanisms for its cross-border data flows.
For perspective, TikTok has over 150 million users in the U.S. alone and is not subject to the same scrutiny from the Western nations.
Currently, the CSRC approval process is reportedly taking upward of six months.
Audit inspections and investigations in China
You’re probably unaware of the HFCAA, so let’s start there.
The Holding Foreign Companies Accountable Act of 2020 (HFCAA) is a law that requires companies publicly listed on stock exchanges in the U.S. to disclose to the United States Securities and Exchange Commission (SEC) information on foreign jurisdictions that prevent the Public Company Accounting Oversight Board (PCAOB) from conducting inspections.
That law laid down a stern ultimatum: If Chinese authorities kept obstructing the Public Company Accounting Oversight Board (PCAOB) from inspecting audit firms in China or Hong Kong for three consecutive years, the companies audited by these entities would face a ban from the bustling arenas of the U.S. exchanges.
Basically, either China allowed the PCAOB to inspect the audit firms, or the companies had to change to another auditing firm within three years.
Then, as 2022 waned to its final days (literally, on December 29), President Joe Biden signed a Consolidated Appropriations Act, which contained a provision that will tighten the noose, shortening future timelines from three consecutive years to only two.
Once they looked under the rock
Finally allowed to conduct full investigations of audit firms in mainland China and Hong Kong after over a decade of obstruction, the PCAOB announced the findings of its first round of inspections in May 2023, identifying deficiencies in seven of eight audits conducted by the auditing firms KPMG Huazhen and PricewaterhouseCoopers (PwC) Hong Kong. Audits of Chinese Companies Are Highly Deficient, U.S. Regulator Says
On November 30, 2023, the PCAOB announced fines against three audit firms in China, totaling $7.9 million for misconduct. For perspective, that number included the second and third-largest fines ever doled out by the PCAOB.
Why were the fines so bad?
Those sneaky Chinese accountants
Imagine a gaggle of accountants in the far reaches of PwC China and Hong Kong applying for a U.S. auditing curriculum. But alas, these foreign accountants find the U.S. auditing training tests a trifle tedious, so someone came up with the answers and decided to pass them around like a secret note in a schoolroom.
From 2018 to 2020, over 1,000 of these busy bees completed their U.S. auditing online exams by copying the answers from two unauthorized apps with a fervor that would make a gossip columnist blush.
When confronted with the evidence, PwC China and PwC Hong Kong response: 🤷‍♂️
And let me remind you, this happened late last year. Both firms are expected to provide reasonable assurance that their personnel will act with integrity in connection with internal training and to report their compliance to the PCAOB within 150 days—April 2024.
🖼️ I was planning on using an AI-generated image of Chinese accountants cheating, but I'm only allowed to include one attachment.
State-owned enterprises
According to the U.S.-China Economic and Security Review Commission, this graph represents the total market capitalization of Chinese companies listed in the three U.S. exchanges.
Market Capitalization of Listed Chinese Companies
The number of listed companies has stayed at around 260. However, all Chinese state-owned enterprises (SOEs) have delisted themselves from U.S. exchanges, most of them soon after the PCAOB announced it had secured complete access to Chinese auditors’ records.
Variable Interest Entities (VIEs)
Most traders—and that means you—are unaware that 166 Chinese companies currently listed on the three major U.S. exchanges use a VIE structure.
As of January 8, 2024, these companies have a market capitalization of $772 billion. For perspective, that represents 91% of the total market capitalization of all the Chinese firms listed on the three major U.S. exchanges.
What the hell is a VIE?
It is a complex corporate structure that grants shareholders contractual claims to control via an offshore shell company without transferring actual ownership in the company.
A Variable Interest Entity (VIE) is a bit like a riverboat casino’s cleverest trick, allowing a company to sell its chips on a foreign table without ever letting the players hold the cards directly.
A VIE is a structure used primarily by companies that wish to partake in the financial streams of another country (the U.S. exchanges) without breaking local laws (Chinese laws) that prevent full ownership.
Remember, Chinese companies structured themselves as VIEs to circumvent China’s restrictions—not U.S. restrictions—on foreign ownership in industries the CCP deems sensitive.
Therefore, when you hold stock in one of these Chinese companies, you’re not officially holding any actual ownership in the company. Because if you did, then that company could be breaking Chinese restrictive caps on foreign investment and ownership.
That’s why they set up a façade, or a legal entity, that controls the business on paper, but the true power and profits are funneled back to the company pulling the strings.
Granted, it’s not as shaky as asking a random stranger to hold your shares, but it is crafty, and you should be aware of the risks.
Wait. What are the risks?
You need to understand that there’s a shadow of potential risk looming. Potential. Now, don't mistake me for the town crier of doom; I'm not proclaiming that the sky is falling on these shares. Nor am I declaring that disaster is certain for Chinese stocks.
What I am pointing out, however, is the presence of a risk—a subtle beast that might just catch you off guard if you remain unaware.
And let’s face it: Most of you are completely oblivious to these issues.
There are two sides here: 🇺🇸 & 🇨🇳
🇺🇸
Since July 2021, the SEC has imposed additional disclosure requirements for Chinese companies using a VIE to sell shares in the U.S. These requirements include greater transparency about the relationship between the VIE and its Chinese operating companies.
In summary, the SEC aims to push VIEs toward the company behind them to offer more clarity on U.S. investor ownership in the Chinese operating company.
🇨🇳
On the other side, Chinese companies that list overseas using a VIE were not required to register their listings with the CSRC, as the VIE is not considered a Chinese company under China’s law. This is the reason VIEs were used in the first place.
However, as I mentioned earlier, after March 31, 2023, the CSRC established requirements for all new Chinese companies to register and receive permission before going public overseas—even those planning to use VIE structures. That’s why there was a boom of Chinese IPOs before that deadline.
Granted, on September 14, 2023, a Chinese auto insurance platform became the first company that received the elusive blessing of the CSRC to list, and it did so using a VIE arrangement, breaking the long, dry spell that had plagued Chinese IPOs when she listed on the Nasdaq four days later.
However, even though VIEs received some sort of recognition from the CSRC, the VIE corporate structures still hold dubious legal status under China’s laws. Remember, VIEs purpose is to avoid being considered a Chinese company under China’s laws.
So… do you see the potential risk here?
Umm… No, I don’t get it.
Think about it. Either country could potentially increase regulations for VIEs, but if the SEC forces them to be more transparent, the VIE would not be able to circumvent China’s restrictions. That’s one risk.
Also, at some point, China’s CSRC might question whether it’s appropriate to recognize a corporate structure that was created to circumvent its laws.
Which leads me to this: What’s keeping the CCP from deciding to start reigning in those VIEs?
The answer is simple: They’re not in a hurry to do so because if misfortune should befall, it’ll be the foreign investors who’ll see their assets deflated like a punctured balloon.
🖼️ I would've added a nice image or two by now, to balance all the text and make this more appealing, but I'm only allowed to include one attachment.
If a VIE-listed company goes private at a lower valuation, businesses fail, or there’s a valuation discrepancy, the enforceability of a VIE’s contractual arrangements is unproven in Chinese courts. With VIE-listed companies, foreign investors’ recourse in the Chinese legal system is as elusive as a catfish’s whisper.
Yeah, but that’s unlikely…
Sure. Of course, I’m not saying every Chinese stock will have these issues. But it can happen. And it has happened.
The unlucky case of Luckin Coffee
Due to the lack of compliance with international audit inspections, Chinese corporate financial statements’ reliability for valuation and investment is not assured.
Such is the case of Luckin Coffee. In a bold bid to capture Wall Street’s hearts and wallets, Luckin Coffee showed up dressed in finery, flaunting alluring figures of revenue, operations, and bustling customer traffic.
At her grand debut, the stock sashayed onto the Nasdaq at $17, swirling up a storm of interested buyers to the tune of $561 million in capital.
For a fleeting moment, Luckin shimmered like a star over the financial firmament, boasting a market capitalization that soared to a heady $12 billion, with shares peaking just over $50.
Ah, but as the adage goes, ‘Truth will out.’ And out it came—the revelation of those embroidered numbers caused the company's stock to plummet like a stone tossed from a bridge, leaving a wake of investor losses and culminating in a disgraceful delisting from Nasdaq 13 months after her debut. Luckin Coffee Drops Nasdaq Appeal; Shares to Be Delisted
🖼️ I would've added an AI-generated image of a cup of Luckin Coffee jumping from a bridge, but I'm only allowed to include one attachment.
Well… but that won’t happen to me…
Uh-huh. On April 2, 2020, after announcing that employees—including its chief operating officer—falsified 2.2 billion yuan (about $310 million) in sales throughout 2019, Luckin's shares nosedived -80%.
This is from one of you unluckin bastards: I've lost 240k on Luckin Coffee, all my life savings. Now I'm broke af.
I’m sure many of you might reckon yourselves immune to a similar debacle since you think you’re smart enough to use stops to escape any runaway losses. It's time to wake up and smell the Luckin coffee. Chinese news catalysts often strike like lightning at night, and the stops you set under the sun cannot shield you from storms that explode in the moonlight. Dumbass.
Chinese regulators can be mercurial
Even though the PCAOB is currently able to perform its oversight responsibilities, concerns remain around the possibility that Chinese regulators might backtrack, potentially clamping down once again on the PCAOB's ability to access audit firms and personnel across mainland China and Hong Kong.
If that happens, the PCAOB can quickly declare a negative determination. HOWEVER, this action would only start the countdown under the HFCAA, giving U.S.-listed Chinese companies a window of TWO years to secure services from an auditor in a compliant jurisdiction or face a trading ban. That’s it.
Of course, within that time, Chinese regulators could agree once again to allow access to the PCAOB, thus resetting the two-year countdown without significant consequences.
What lurks in the shadows
Although the risk of PCAOB non-compliance looms over these financial engagements, it is the ghost of potentially misconstrued—or, let's say, creatively presented—earnings reports coming to light that should scare you most. Or, on the flip side, present the biggest opportunity.
I believe it is possible that there are several ghosts out there—ghastly financial figures dressed up a tad too finely—lingering in the shadows, unchecked and unchallenged. If they’re found and unveiled under the harsh spotlight of scrutiny, the fallout would be immediate and severe, leaving investors scrambling.
And if that happens, it’s not about diamond-holding through the plunge since the company might opt (or be forced) to delist from the U.S. exchanges.
🖼️ I would've added an AI-generated image of an attractive young Chinese ghost woman, implying both the allure of Chinese stocks, but also the risk of getting closer. However, I'm only allowed to include one attachment.
You need to understand a crucial concept. Many traders believe that if a company messes up, plunges, and gets delisted, it means the company is basically over—dead. But that’s not the case here. A delisting does not equal death.
I mean, Luckin Coffee is still out there, alive and kicking.

16,218 stores and counting, covering 240+ cities across China.

You would think that a company like that would not be able to cheat on its balance sheet. Yeah, just like you would think PwC China would notice 1,000 accountants cheated their way through the U.S. auditing curriculum.
🖼️ I would've added an AI-generated image of a Chinese accountant dabbing like a boss for getting his cheated accounting diploma, but I'm only allowed to include one attachment.
So… is it too far-fetched to believe more ghosts might come to light, now that the PCAOB can supervise the numbers?
I mentioned a flip side since you could specialize in tracking everything the PCAOB does. If you can get a whiff about increased auditing on a certain company, you might decide to play a short position in anticipation of a potential ghost coming to light. Be warned, though, that it’s not as if they tweet out which companies they’re auditing.
If I were to do it, I would research and join whatever digital saloon young Chinese ledger-keepers convene in. Perhaps I’d stumble upon a post by SumYungGuy or another pleading for advice on how to parley with the PCAOB Laowai making a fuss over his figures. The poor lad's in a pickle, you see, since he cheated the exam and doesn’t know squat.
Methodology
For the purposes of this table, a company is considered Chinese if:

1. It has been identified as being from the PRC (the People's Republic of China) by the relevant stock exchange;
2. It lists a PRC address as its principal executive office in filings with the SEC; or
3. It has a majority of operations in the PRC, including a company structured offshore but whose value is ultimately tied through a relationship in the PRC.

⚠️ Some Chinese companies that use offshore corporate entities hide or do not identify their primary Chinese corporate domicile in their listing information. This complicates tracing, making it difficult to guarantee that this list captures all Chinese companies registered offshore.
I should also point out that this list does not include companies domiciled exclusively in Hong Kong or Macau.
⚠️ Remember, this list only considers Chinese companies listed on three of the largest U.S. stock exchanges: New York Stock Exchange (NYSE), Nasdaq, and NYSE American.
Oh, and btw, this isn’t a list I came up with. This info was compiled by the U.S.-China Economic and Security Review Commission. It’s their methodology and list.
Since the majority is a VIE, I’ve marked the ones that are not registered as a VIE with an asterisk (*). This is determined using the most recent annual report filed with the SEC. A company is judged to have a VIE if:

1. It explicitly describes using a VIE to conduct all or part of its business operations in China, or
2. It describes a subsidiary in which it has no direct equity interest but relies on contractual arrangements to exercise control and receive economic benefits from its operations in China.

⚠️ For companies that have been listed for less than a year, information contained in the company’s most recently updated investment prospectus, as filed with the SEC, is used instead.
Chinese companies listed on U.S. exchanges
Companies are arranged by the size of their current market capitalization. All companies utilize a VIE corporate structure, except those marked with an asterisk (*).
BABA Alibaba Group Holding Limited PDD Pinduoduo Inc. NTES NetEase, Inc. JD JD.com, Inc. BIDU Baidu, Inc TCOM Trip.com International, Ltd. TME Tencent Music Entertainment Group LI Li Auto BEKE KE Holdings BGNE BeiGene * ZTO ZTO Express (Cayman) Inc. YUMC Yum China Holdings Inc. EDU New Oriental Education & Technology Group, Inc. HTHT H World Group Limited * NIO NIO Inc. YMM Full Truck Alliance Co. Ltd VIPS Vipshop Holdings Limited TAL TAL Education Group LEGN Legend Biotech * MNSO Miniso * BZ Kanzhun Limited XPEV Xpeng BILI Bilibili Inc. IQ iQIYI, Inc. HCM HUTCHMED (China) Limited * ATHM Autohome Inc. QFIN Qifu Technology RLX RLX Technology LU Lufax ATAT Atour Lifestyle Holdings * WB Weibo Corporation ZLAB Zai Lab Limited * ZKH ZKH Group Ltd * YY JOYY Inc. GOTU Gaotu Techedu, Inc. MSC Studio City International Holdings Limited * GCT GigaCloud Technology Inc GDS GDS Holdings Limited ACMR ACM Research, Inc. * HOLI Hollysys Automation Technologies, Ltd. * FINV FinVolution Group JKS JinkoSolar Holding Co., Ltd. * DQ Daqo New Energy Corp. * MOMO Hello Group Inc. CSIQ Canadian Solar Inc. * EH Ehang TUYA Tuya Inc. NOAH Noah Holdings Ltd. HUYA HUYA Inc. KC Kingsoft Cloud YALA Yalla *
These are only 51 of the 261 Chinese companies currently listed on the major U.S. exchanges to comply with rule three. I kept the market cap minimum at $750M to allow for some wiggle room.
I mentioned earlier that the U.S.-China Economic and Security Review Commission had 265 tickers, but that was on January 8, 2024. Since then, three companies have been acquired, and the other one has voluntarily delisted.
As you can confirm, the vast majority is structured as a VIE.
I was going to include charts to illustrate how several Chinese stocks—aside from the ones with the biggest market caps—tend to display sudden rallies, followed by after-hours reversals. It is important to recognize them, whether you want to capitalize on them, or avoid them entirely. But I can't add any more attachments, so...
Besides, it's unlikely that many of you have even read this far without images.
Have a good day.