I 

116TH CONGRESS 

2D SESSION H. R. 7181 

To amend the Sarbanes-Oxley Act of 2002 to require the Public Company 

Accounting Oversight Board to maintain a list of certain foreign issuers, 

to prohibit certain nationals of the People’s Republic of China from 

receiving nonimmigrant visas, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

JUNE 11, 2020 

Mr. NUNES (for himself, Mr. CONAWAY, Mr. CRAWFORD, Mr. TURNER, Mr. 

STEWART, Ms. STEFANIK, Mr. WENSTRUP, Mr. CALVERT, Mr. MARSHALL, Mr. GIBBS, Mr. GAETZ, Mr. WILSON of South Carolina, Mr. 

HOLDING, Mr. COLLINS of Georgia, Mr. DIAZ-BALART, Mr. GARCIA of 

California, Mr. COOK, Mr. KUSTOFF of Tennessee, Mr. MCCLINTOCK, 

Mr. BISHOP of North Carolina, Mr. SPANO, Mr. BROOKS of Alabama, 

and Mr. ROUZER) introduced the following bill; which was referred to the 

Committee on Financial Services, and in addition to the Committees on 

the Judiciary, and Education and Labor, for a period to be subsequently 

determined by the Speaker, in each case for consideration of such provisions as fall within the jurisdiction of the committee concerned 

A BILL 

To amend the Sarbanes-Oxley Act of 2002 to require the 

Public Company Accounting Oversight Board to maintain 

a list of certain foreign issuers, to prohibit certain nationals of the People’s Republic of China from receiving 

nonimmigrant visas, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 


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1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Holding China Ac3 countable Act’’. 

4 SEC. 2. DISCLOSURES AND PROHIBITION AGAINST THE 

5 LISTING OF CERTAIN FIRMS ON NATIONAL 

6 SECURITIES EXCHANGES. 

7 (a) DISCLOSURE.— 

8 (1) LIST OF CERTAIN FOREIGN ISSUERS AND

9 COVERED FOREIGN PUBLIC ACCOUNTING FIRMS.— 

10 (A) IN GENERAL.—The Commission shall 

11 maintain a publicly available list of— 

12 (i) each foreign issuer, an audit report 

13 of which— 

14 (I) is prepared by a foreign pub15 lic accounting firm; and 

16 (II) the Board is not able to in17 spect or investigate because of a posi18 tion taken by an authority that is out19 side of the United States; 

20 (ii) each covered foreign public ac21 counting firm that has prepared an audit 

22 report identified under clause (i); and 

23 (iii) the jurisdiction in which each cov24 ered foreign public accounting firm identi25 fied under clause (ii) is organized or oper26 ating. 


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1 (B) ROLE OF THE BOARD.—Not less fre2 quently than annually, the Board shall provide 

3 to the Commission the information that is re4 quired for the Commission to carry out sub5 paragraph (A). 

6 (2) ANNUAL REPORT DISCLOSURE.— 

7 (A) DISCLOSURE.—Each applicable foreign 

8 issuer shall disclose in each covered form filed 

9 by the applicable foreign issuer— 

10 (i) that, during the period covered by 

11 covered form, a covered foreign public ac12 counting firm has prepared an audit report 

13 for the issuer; 

14 (ii) the percentage of the shares of the 

15 issuer owned by governmental entities in 

16 the foreign jurisdiction in which the issuer 

17 is incorporated or otherwise organized; 

18 (iii) whether governmental entities in 

19 a covered jurisdiction with respect to any 

20 covered foreign public accounting firm that 

21 has prepared an audit report for the issuer 

22 during the period covered by the form have 

23 a controlling financial interest with respect 

24 to the issuer; and 


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1 (iv) the name of any official of the 

2 Chinese Communist Party who is a mem3 ber of the board of directors of the issuer 

4 or the operating entity with respect to the 

5 issuer. 

6 (B) UPDATE OF RULES.—Not later than 

7 270 days after the date of enactment of this 

8 Act, and after providing the opportunity for 

9 public notice and comment, the Commission 

10 shall make any amendments to the rules of the 

11 Commission that are required as a result of the 

12 requirements of this subsection. 

13 (C) EFFECTIVE DATE.—This subsection 

14 shall take effect on the date on which the Com15 mission completes the amendments required 

16 under subparagraph (B). 

17 (3) DISCLOSURE BY BROKERS AND DEALERS.— 

18 Section 15(n) of the Securities Exchange Act of 

19 1934 (15 U.S.C. 78o(n)) is amended— 

20 (A) in paragraph (1), by striking ‘‘Com21 mission may issue’’ and all that follows through 

22 the period at the end and inserting the fol23 lowing: ‘‘Commission— 

24 ‘‘(A) shall issue rules that require a broker 

25 and a dealer to disclose, with respect to any adVerDate Sep 11 2014 21:36 Jun 30, 2020 Jkt 099200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H7181.IH H7181

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1 vice, analysis, or report of the broker or dealer 

2 to a retail investor regarding the securities of a 

3 foreign issuer, whether a covered foreign public 

4 accounting firm has prepared an audit report 

5 for the foreign issuer; and 

6 ‘‘(B) in addition to the rules required 

7 under subparagraph (A), may issue rules desig8 nating documents or information that shall be 

9 provided by a broker or dealer to a retail inves10 tor before the purchase of an investment prod11 uct or service by the retail investor.’’; and 

12 (B) by adding at the end the following: 

13 ‘‘(4) DEFINITIONS.—In this subsection, the 

14 terms ‘audit report’, ‘covered foreign public account15 ing firm’, and ‘foreign issuer’ have the meanings 

16 given the terms in section 2 of the EQUITABLE 

17 Act.’’. 

18 (b) PROHIBITION AGAINST THE LISTING OF CERTAIN

19 FIRMS ON NATIONAL SECURITIES EXCHANGES.— 

20 (1) IN GENERAL.—Section 6(b) of the Securi21 ties Exchange Act of 1934 (15 U.S.C. 78f(b)) is 

22 amended by adding at the end the following: 

23 ‘‘(11)(A) The rules of the exchange prohibit the 

24 initial listing, after the date of enactment of this 

25 paragraph, of any security of an issuer for which a 


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1 covered foreign public accounting firm has prepared 

2 an audit report. 

3 ‘‘(B) Nothing in subparagraph (A) may be con4 strued to prevent an exchange from listing a security 

5 on the exchange on or after the date of enactment 

6 of this paragraph if that security was listed on the 

7 exchange or a national securities exchange before 

8 the date of enactment of this paragraph. 

9 ‘‘(C) In this paragraph, the terms ‘audit report’ 

10 and ‘covered foreign public accounting firm’ have the 

11 meanings given the terms in section 2 of the EQUI12 TABLE Act. 

13 ‘‘(12)(A) The rules of the exchange prohibit the 

14 listing of any security of a foreign issuer that, begin15 ning in 2025, has been identified under section 

16 3(a)(1)(A) of the EQUITABLE Act in 3 consecutive 

17 years. 

18 ‘‘(B) Nothing in subparagraph (A) may be con19 strued to prevent an exchange from listing a security 

20 of a foreign issuer described in that subparagraph 

21 beginning on the date on which the issuer submits 

22 to the Commission an audit report for the issuer 

23 that is prepared by a registered public accounting 

24 firm that the Public Company Accounting Oversight 

25 Board has inspected, or is able to inspect, under secVerDate Sep 11 2014 21:36 Jun 30, 2020 Jkt 099200 PO 00000 Frm 00006 Fmt 6652 Sfmt 6201 E:\BILLS\H7181.IH H7181

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1 tion 104 of the Sarbanes-Oxley Act of 2002 (15 

2 U.S.C. 7214). 

3 ‘‘(C) In this paragraph— 

4 ‘‘(i) the terms ‘audit report’ and ‘reg5 istered public accounting firm’ have the mean6 ings given the terms in section 2(a) of the Sar7 banes-Oxley Act of 2002 (15 U.S.C. 7201(a)); 

8 and 

9 ‘‘(ii) the terms ‘covered foreign public ac10 counting firm’ and ‘foreign issuer’ have the 

11 meanings given the terms in section 2 of the 

12 EQUITABLE Act.’’. 

13 (2) RULES.— 

14 (A) PROPOSALS.—Not later than 90 days 

15 after the date of enactment of this Act, each 

16 national securities exchange shall, in accordance 

17 with section 19(b) of the Securities Exchange 

18 Act of 1934 (15 U.S.C. 78s(b)) and any rules 

19 prescribed by the Commission under that sec20 tion, file with the Commission any proposed 

21 change to the rules of the exchange that is re22 quired as a result of the amendments made by 

23 this section. 

24 (B) ADOPTION.—Not later than 1 year 

25 after the date of enactment of this Act, each 


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1 national securities exchange shall have each 

2 proposed change described in paragraph (1) ap3 proved by the Commission. 

4 (c) DEFINITIONS.—In this section— 

5 (1) the term ‘‘applicable foreign issuer’’ means 

6 a foreign issuer— 

7 (A) that is required to file a covered form; 

8 and 

9 (B) for which, during the period covered 

10 by the filing described in subparagraph (A), a 

11 covered foreign public accounting firm has pre12 pared an audit report for the issuer; 

13 (2) the term ‘‘audit report’’ has the meaning 

14 given the term in section 2(a) of the Sarbanes-Oxley 

15 Act of 2002 (15 U.S.C. 7201(a)); 

16 (3) the term ‘‘Board’’ means the Public Com17 pany Accounting Oversight Board; 

18 (4) the term ‘‘Commission’’ means the Securi19 ties and Exchange Commission; 

20 (5) the term ‘‘covered foreign public accounting 

21 firm’’ means a foreign public accounting firm that 

22 the Board is unable to inspect or investigate under 

23 the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201 et 

24 seq.) because of a position taken by an authority 

25 outside of the United States; 


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1 (6) the term ‘‘covered form’’— 

2 (A) means— 

3 (i) the form described in section 

4 249.310 of title 17, Code of Federal Regu5 lations, or any successor regulation; and 

6 (ii) the form described in section 

7 249.220f of title 17, Code of Federal Reg8 ulations, or any successor regulation; and 

9 (B) includes a form that— 

10 (i) is the equivalent of, or substan11 tially similar to, the form described in 

12 clause (i) or (ii) of subparagraph (A); and 

13 (ii) a foreign issuer files with the 

14 Commission under the Securities Exchange 

15 Act of 1934 (15 U.S.C. 78a et seq.) or 

16 rules issued under that Act; 

17 (7) the term ‘‘covered jurisdiction’’ means the 

18 foreign jurisdiction in which the position described 

19 in paragraph (5) is taken with respect to a covered 

20 foreign public accounting firm that prepares an 

21 audit report for an applicable foreign issuer; 

22 (8) the term ‘‘exchange’’ has the meaning given 

23 the term in section 3(a) of the Securities Exchange 

24 Act of 1934 (15 U.S.C. 78a(a)); 


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1 (9) the term ‘‘foreign issuer’’ has the meaning 

2 given the term in section 240.3b–4 of title 17, Code 

3 of Federal Regulations, or any successor regulation; 

4 (10) the term ‘‘foreign public accounting firm’’ 

5 has the meaning given the term in section 106(g) of 

6 the Sarbanes-Oxley Act of 2002 (15 U.S.C. 

7 7216(g)); 

8 (11) the term ‘‘national securities exchange’’ 

9 means an exchange that is registered with the Com10 mission under section 6 of the Securities Exchange 

11 Act of 1934 (15 U.S.C. 78f); and 

12 (12) the term ‘‘public accounting firm’’ has the 

13 meaning given the term in section 2(a) of the Sar14 banes-Oxley Act of 2002 (15 U.S.C. 7201(a)). 

15 SEC. 3. RESTRICTION ON ISSUANCE OF NONIMMIGRANT 

16 VISAS TO NATIONALS OF CHINA. 

17 (a) RESTRICTION.—The Secretary of State may not 

18 issue a visa to, and the Secretary of Homeland Security 

19 shall deny entry to the United States of, an alien under 

20 section 101(a)(15) of the Immigration and Nationality Act 

21 (8 U.S.C. 1101(a)(15)) if the alien is a national of the 

22 People’s Republic of China seeking to enter the United 

23 States for the purpose of— 

24 (1) studying science, technology, engineering, 

25 mathematics, or a related field; 


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1 (2) employment in science, technology, engi2 neering, mathematics, or a related field; or 

3 (3) attending a business meeting, conference, or 

4 academic or cultural exchange, that includes activi5 ties related to science, technology, engineering, 

6 mathematics, or a related field. 

7 (b) APPLICABILITY.—The restriction under sub8 section (a) shall not apply for any year in which the Presi9 dent certifies to Congress that— 

10 (1) the People’s Republic of China has not pro11 vided state support of cyber espionage against a 

12 United States company during the preceding year; 

13 and 

14 (2) no individual or entity present in the United 

15 States has engaged in espionage against a United 

16 States company on behalf of the People’s Republic 

17 of China during the preceding year. 

18 (c) DEFINITIONS.—In this section: 

19 (1) CYBER ESPIONAGE.—The term ‘‘cyber espi20 onage’’ means unauthorized access to a communica21 tions network, a communications system, or a device 

22 connected to such a network or system that— 

23 (A) is carried out by a foreign government 

24 or any individual or entity working on behalf of 

25 a foreign government; and 


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1 (B) is for the purpose of— 

2 (i) collecting information related to a 

3 copyrighted or copyrightable work, pat4 ented or patentable invention, trademarked 

5 good or service, or trade secret (as such 

6 term is defined in section 1839 of title 18, 

7 United States Code); or 

8 (ii) disruption, destruction, or manip9 ulation of, or other change to, such net10 work, system, or device or any information 

11 stored on or transmitted by such network, 

12 system, or device. 

13 (2) ESPIONAGE.—The term ‘‘espionage’’ means 

14 unauthorized access to or collection of information 

15 related to a copyrighted or copyrightable work, pat16 ented or patentable invention, trademarked good or 

17 service, or trade secret (as such term is defined in 

18 section 1839 of title 18, United States Code) by a 

19 foreign government or any individual or entity work20 ing on behalf of a foreign government. 

21 (3) UNITED STATES COMPANY.—The term 

22 ‘‘United States company’’ means an organization or23 ganized under the laws of the United States or a 

24 State or political subdivision thereof. 


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1 SEC. 4. DISCLOSURES OF FOREIGN GIFTS. 

2 (a) SHORT TITLE.—This section may be cited as the 

3 ‘‘Foreign Adversary Funding in Higher Education Act’’. 

4 (b) SPECIAL RULE.—Section 117(a) of the Higher 

5 Education Act of 1965 (20 U.S.C. 1011f(a)) is amend6 ed— 

7 (1) by striking ‘‘Whenever any’’ and by insert8 ing the following: 

9 ‘‘(1) IN GENERAL.—Subject to paragraph (2), 

10 whenever any’’; and 

11 (2) by adding at the end the following: 

12 ‘‘(2) SPECIAL RULE.— 

13 ‘‘(A) IN GENERAL.—Notwithstanding para14 graph (1), whenever any institution is owned or 

15 controlled by a foreign source listed in subpara16 graph (B) or receives a gift from or enters into 

17 a contract with that foreign source, paragraph 

18 (1) shall be applied by substituting ‘$25,000’ 

19 for ‘$250,000’. 

20 ‘‘(B) FOREIGN SOURCE.—A foreign source 

21 listed in this subparagraph is: 

22 ‘‘(i) The People’s Republic of China. 

23 ‘‘(ii) The Russian Federation. 

24 ‘‘(iii) The Islamic Republic of Iran. 

25 ‘‘(iv) The Democratic People’s Repub26 lic of Korea.’’. 


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1 (c) ENFORCEMENT.—Section 117(f)(2) of the Higher 

2 Education Act of 1965 (20 U.S.C. 1011f(f)(2)) is amend3 ed by inserting ‘‘an amount equal to the amount that the 

4 institution failed to report under this section and’’ before 

5 ‘‘the full costs’’. 

6 (d) WEB PORTAL.—Section 117 of the Higher Edu7 cation Act of 1965 (20 U.S.C. 1011f) is further amend8 ed— 

9 (1) by redesignating subsections (g) and (h) as 

10 subsections (h) and (i), respectively; and 

11 (2) by inserting after subsection (f), the fol12 lowing: 

13 ‘‘(g) WEB PORTAL.—Not later than 180 days after 

14 the date of enactment of the ‘Foreign Adversary Funding 

15 in Higher Education Act’, the Secretary shall establish a 

16 publicly available web portal that— 

17 ‘‘(1) enables electronic filing of disclosure re18 ports under this section; and 

19 ‘‘(2) includes any reports filed before such date 

20 of enactment.’’. 

Æ 


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