北大客座教授Paul Gillis11月23日（周三）做客雪球，与大家交流浑水做空分众传媒，以及自己对此轮中概股做空风潮的看法。以下为此次交流的整理稿件，要想与Paul Gillis先生交流，可直接关注@ProfGillis 。
提问：It seems the PCAOB has not been able to establish joint inspections or effective oversight of auditors in China. In our last interview you said, that the 'doomsday scenario' is not at all likely. But are there intermediate measures that you see US regulators taking to try to establish oversight?
ProfGillis：I think it is getting much more dangerous. Yesterday one of the leading Democratic senators sent a letter to the PCAOB telling them that they were not doing their job and it was time to crack down. The letter is on my website 网页链接
提问：中国有句俗语“苍蝇不叮无缝的蛋”，你觉得浑水这样的公司为何会频繁选择中国概念股做空？
ProfGillis：A famous bank robber was once asked why he robbed banks. He said "That is where the money is".
提问：浑水质疑分众“在收购中支付过高价格、后来过多减记”，请问你怎么看待收购价格过高，以及会计中减记过多这个问题？
ProfGillis：I don't see much of an accounting problem. If you pay to much for an acquisition, you have to write it off. There is a big corporate governance problem, however. Did they pay too much to get the money to insiders? Or did the money find its way back into the company as fake revenue?
提问：Muddy Water said FMCN has written at least 21 acquisitions down to zero and then given them away for no consideration. Is the accusation grounded? Can you explain about the normal write down process?
ProfGillis：It is really hard to assess the accusation. From an accounting standpoint a company must assess whether the carrying value of previous acquisitions can still be justified. They do that using a DCF model. If they cannot justify carrying the balance, they must write off.
提问：In my point of view regarding Chinese stocks under short sellers attack recently is all about " Ongoing corp governance issues.", what do you think ?
ProfGillis：There is a great deal of distrust of crony boards made up of people looking out for their own interests instead of the shareholders. That is more common in Asia than many other markets.
提问：do you think the us regulator may lack of enough regulation or inspection over those short sellers in the market? Simply because of the right to free speech, those short sellers, like muddy waters, could publish or spread whatever brings them profit, though sometimes just rumor.
ProfGillis：I expect there will be some prosecutions of short sellers. The wheels of justice move very slowing, and we will only learn about it a couple of years ago. But if they are just making stuff up to move the market, they will get caught and punished eventually.
提问：请问像浑水(Muddy Water)这样的做空者是否有可能面临诉讼？他们会输么？美国宪法第一修正案不是保护言论自由么？
ProfGillis：It is easy to sue someone, harder to win. The best defense is that what you said was the truth
提问：有媒体引用洛杉矶Catoosa基金董事总经理Robert Lawton的话“作为一个基金经理，如果我看到浑水的卖出建议，我会先卖股票，再去问问题，实际上人们也是这么做的。”，请问您如何看待这种现象？
ProfGillis：A hedge fund manager the other day told me that the only way you can lose money in his business is to go to jail. Reports like Muddy Waters are going to hit a stock, and you can't blame investors for taking advantage of that.
提问：Do you think the FMCN's response to Muddy Water last night is believable and sufficient?
ProfGillis：I think FMCN is eventually going to have to ask an independent board committee to investigate all the acquisitions. They will hire lawyers and accountants and get to the bottom of it. It will be expensive, but necessary.
提问：盛大网络董事会最近批准“私有化”协议，盛大CEO认为公司在美国被低估，请问你如何看待这个问题？不久前环球天下CEO张永琪，也提到中国教育股很容易被低估。
ProfGillis：Many Chinese companies are seriously undervalued. CEOs must be very disappointed with how the market is treating them. I expect we see more companies deciding to go private. Some may later re-list in Shenzhen.
提问：浑水公司经常发布做空报告，而且到目前基本没有失败过（每次质疑相关公司后，股价都会大跌），您觉得浑水公司为什么会成功？
ProfGillis：They have a better track record than some. I don't know much about the organization, but it appears they spend a lot of time digging before they lob the grenades. I expect they have some big hedge funds behind them.
提问：最近一段时间，新东方、分众传媒、奇虎360等中概股比较知名的公司被质疑，请问做空是否会持续？新浪、百度等是否也会有被做空风险？
ProfGillis：We are moving into audit season. Audits will be mostly done in the first quarter, and that is when more frauds may come out. I expect the next few months will be very active.
提问：分众传媒昨天也说要起诉浑水，追究其法律责任，请问中国公司起诉浑水等做空调研机构的障碍主要有哪些？
ProfGillis：Suing is easy. Winning is hard. Most companies do not want to sue shorts because they then become subject to discovery, which means the short can dig all they want in the company's records. The truth is the best defense to a libel claim.
提问：请问您是否接触过对冲基金人士，在浑水背后是否有大量对冲基金的支持？
ProfGillis：I don't know much about Muddy Waters. I expect they work with others. Most do.
提问：for investors , what do you think they should do after seeing these questioning reports , whether do you think it is a reasonable choice to sell shares they hold immediately.
ProfGillis：History would say that you should bail on any company that gets a report. Many times, though, you can make a lot of money buying back the next day. But you might be trying to catch a falling knife.
提问：If a company is hit by a short-seller report, how should it respond? How could a legitimate company best assure worried investors?
ProfGillis：Companies have to respond. Unless the allegations are ridiculous, they are pretty much stuck with spending a lot of money to have an investigation done.
提问：Do you think that the business model of short-selling research firms such as muddy water is legal?
ProfGillis：It think it is both legal and ethical, provided you are honest. If these shorts do their research and report facts truthfully, then they help the markets work efficiently. If they make stuff up, they should go to jail.
提问：Some of the short-sellers reports we've seen have been targeting companies on the operation level. But Muddy Waters is kinda digging the historical 'wrong-doings' of some of the FMCN officials. How do this kind of historical fact tend to influence the longterm stock price of a company? Thanks.
ProfGillis：What Muddy Waters is doing to FMCN is going after the integrity of the insiders. If their allegations prove true, they do serious damage to those people and any company they are associated with.
提问：Will Longtop Financial be charged with anything more than failing to file current and accurate financial reports with the SEC? If not more, what signal does this send? $东南融通(LFT)$
ProfGillis：I think eventually there will be criminal charges. Right now the SEC is still building the case and trying to figure out everyone who was involved. That is why they are so anxious to review Deloitte's role.
提问：请问你对被做空的公司领导者有什么建议？例如对分众有哪些建议？
ProfGillis：If I were on Focus Media's board I would want an independent board committee to investigate. That committee would hire a top tier law firm and accounting firm and find the truth. It would cost a fortune, but it is the only way to put this to bed.
提问：如果中国公司起诉浑水的话，他们会成功吗？您认为此次做空中国公司的风潮什么时候可能会结束？
ProfGillis：I do think that cleaning up the audit sector will help. I think PCAOB inspections will weed out weak auditors and make the rest of them do a lot more work.
提问：How much of US investor's concerns over financial fraud of Chinese companies are real threats for investment in your opinion?
ProfGillis：What is the market for U.S. listed Chinese companies down over the last year? 40%? That is a real threat and a lot of that is over fraud, as well as risky structures.
提问：How will all these alleged accounting scandals influence the audit industry in China?
ProfGillis：I think it really threatens the audit industry. Another big scandal for one of the Big Four might push the PCOAB and SEC over the line - resulting in the China firm being deregistered - banned from auditing public companies in the U.S.
提问：What\ agreements do you expect China and US regulators to reach on joint supervision of financial fraud?
ProfGillis：I think the U.S. regulators are desperate to make a deal, but China is playing hard to get. I think part of that is because so many of the companies that have listed in the U.S. have ignored Chinese laws to do it. China would prefer they just give up their U.S. listings and come home.
提问：How would we know if former FMCN officials have done wrong in historical acquisitions? Could you please specify?
ProfGillis：Figuring that out would require a detailed investigation. What the company needs to do is hire a top law firm and accounting firm to dig through all the deals. It will be expensive, but necessary.
提问：请问你是否看好在美国上市的中国公司？在目前许多公司股价比较低的情况下，你会考虑买入中国概念股吗？
ProfGillis：From a fundamental valuation perspective, there are some screaming deals out there. But the overhang of fraud and regulatory challenges must make one pause.
提问：With all of this short seller attention dragging down the value of stocks, is the a case for value investors to come in now?
ProfGillis：There is certainly value. Just how long will it take for the market to recognize that value? I think the next six months are going to be tough as we go through audit season again.
提问：What is the worst consequence do you think to all US Chinese listed companies, if what Muddy Water's allegation was right?
ProfGillis：If Muddy Waters is right, this is going to get everyone focused on the promoters and boards of the companies, wondering if they are ripping off shareholders. The whole issue of corporate governance of these companies will be front and center.
提问：Sometime，these reseach firms such Muddy Water and Cirton play two actors - angel and devil，if you have a chance to give some suggestions to the manger of Mudyy Water ，what you would say to him？
ProfGillis：Always tell the truth. He will never get in trouble that way.
提问：What's the worst scenario if US and Chinese regulators fail to reach any agreements? Would US really take the risk of banning the auditors from China to audit US-listed companies?
ProfGillis：Worse case scenario is that the PCAOB jerks the registrations of all China based auditors. That leads to delisting of all U.S. listed Chinese stocks and big problems for MNCs. Read Chuck Schumer's letter to the PCOAB yesterday (on my blog 网页链接)
提问：do you think what is the best possible result that US and chinese regulators may reach?
ProfGillis：I think the best result will come from them working together. Chinese regulators remain in charge, with the U.S. regulators in a supporting role. Together they can make these companies follow both U.S. and Chinese law, and improve audit quality.
提问：What's your investment philosophy? What kind of US-listed companies would you interested in?
ProfGillis：I am mostly boring and buy ETFs. I play a little, using looking for value. I was going to buy EDU the other day after reading the report, but it rebounded tod fast.
提问：What would it mean if there's one more big scandal and "the China firm is deregistered - banned from auditing public companies in the U.S."? What's the fallout and result?
ProfGillis：If an auditor is deregistered by the PCAOB, it can no longer audit public companies or play a significant role in the audit of public companies. For a China firm, that means they would have to give up their U.S. listed clients and could not do work on the MNCs from the U.S. It would seriously cripple any firm.
提问：when evaluating Chinese companies, what are the first red flags you look for?
ProfGillis：The first thing I look for is the auditor, which unfortunately is a pretty good indicator. Then I often focus on taxes - that is where you can often figure out how much they are cooking the books.
提问：what do you think Muddy waters's allegation on FMCN?
ProfGillis：I think the company needs to provide a comprehensive response. It probably needs to do an investigation.
提问：Do you think we'll see some movement from regulators to clamp down on the short sellers who have been found coming with incorrect information?
ProfGillis：I expect the SEC is already on to that. It takes a long time before someone is brought to justice. The issue is whether they are making stuff up. Telling the truth is never wrong.
提问：How far away are domestic Chinese exchanges from accommodating the many companies that list abroad? What do they need to do to support such listings?
ProfGillis：The markets need reform first. They are not big enough. The entire market cap of ChiNext is $100 billion - Baidu alone is half of that. And the listing process needs to become more transparent and allow these companies to come to market. The better approach is probably to start by allowing some companies like Baidu to have dual listings - NASDAQ and ChiNext.
（雪球独家稿件 转载请注明出处）