II 

117TH CONGRESS 

2D SESSION S. 3584 

To amend the Securities Exchange Act of 1934 to address corrupt practices 

of the Government of the People’s Republic of China, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

FEBRUARY 3, 2022 

Mr. RUBIO introduced the following bill; which was read twice and referred 

to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Exchange Act of 1934 to address 

corrupt practices of the Government of the People’s Republic of China, 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, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Countering Corporate 

5 Corruption in China Act of 2022’’. 

6 SEC. 2. FINDINGS. 

7 Congress finds the following: 

8 (1) In section 1 of the National Security Study 

9 Memorandum issued on June 3, 2021 (relating to 

10 establishing the fight against corruption as a core 


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1 United States national security interest), President 

2 Joseph R. Biden, Jr., established countering corrup3 tion as a core United States national security inter4 est. 

5 (2) The practices of the Chinese Communist 

6 Party, the Government of the People’s Republic of 

7 China, and instrumentalities of the Government of 

8 the People’s Republic of China pose a unique chal9 lenge to the enforcement of section 30A of the Secu10 rities Exchange Act of 1934 (15 U.S.C. 78dd–1) 

11 and sections 104 and 104A of the Foreign Corrupt 

12 Practices Act of 1977 (15 U.S.C. 78dd–2, 78dd–3) 

13 (referred to collectively in this section as the ‘‘cor14 porate anti-corruption laws’’). 

15 (3) The Chinese Communist Party, the Govern16 ment of the People’s Republic of China, and instru17 mentalities of the Government of the People’s Re18 public of China routinely frustrate the enforcement 

19 of the corporate anti-corruption laws by leveraging 

20 access to the markets of the People’s Republic of 

21 China to cause companies that are subject to the 

22 corporate anti-corruption laws to improperly provide 

23 valuable benefits to those entities in the form of 

24 principally nonmonetary actions (referred to collec25 tively in this section as ‘‘corporate actions currying 


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1 favor with the Chinese Communist Party’’), which 

2 include— 

3 (A) the hiring, promotion, or retention of 

4 Chinese Communist Party officials and children 

5 of those officials, such as the unlawful practices 

6 admitted to by certain entities subject to the 

7 corporate anti-corruption laws in what are com8 monly known as the ‘‘princelings’’ settlements; 

9 (B) political advocacy on behalf of the 

10 goals and policies of the Chinese Communist 

11 Party in the People’s Republic of China, the 

12 United States, and the rest of the world, includ13 ing by— 

14 (i) assisting in the denial, obfuscation, 

15 or excusal of— 

16 (I) genocide and other atrocities 

17 committed by the Chinese Communist 

18 Party, the Government of the People’s 

19 Republic of China, and instrumental20 ities of the Government of the Peo21 ple’s Republic of China; 

22 (II) the extrajudicial detainment, 

23 subjection to forced labor, torture, 

24 and political indoctrination of, and 

25 other severe human rights abuses with 


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1 respect to, Uyghurs, Kazakhs, 

2 Kyrgyz, and members of other pre3 dominantly Muslim ethnic groups by 

4 the Government of the People’s Re5 public of China in the Xinjiang 

6 Uyghur Autonomous Region of China 

7 (or comparable treatment of members 

8 of other ethnic, religious, and political 

9 groups who reside elsewhere in the 

10 People’s Republic of China); 

11 (III) censorship or other activi12 ties with respect to Hong Kong 

13 that— 

14 (aa) prohibit, limit, or penal15 ize the exercise of freedom of ex16 pression or assembly by the citi17 zens of Hong Kong; or 

18 (bb) limit access to free and 

19 independent print, online, or 

20 broadcast media; and 

21 (IV) the extrajudicial rendition, 

22 arbitrary detention, or torture of any 

23 individual in Hong Kong or other 

24 gross violations of internationally recVerDate Sep 11 2014 16:22 Feb 05, 2022 Jkt 029200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\S3584.IS S3584

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1 ognized human rights in Hong Kong; 

2 and 

3 (ii) supporting, legitimizing, or recog4 nizing the unlawful territorial claims of the 

5 Government of the People’s Republic of 

6 China in Taiwan, Tibet, Korea, the South 

7 China Sea, the East China Sea, and other 

8 locations in which such claims are con9 tested; and 

10 (C) investments without reasonable busi11 ness purposes in industries targeted for support 

12 by the Chinese Communist Party, the Govern13 ment of the People’s Republic of China, or in14 strumentalities of the Government of the Peo15 ple’s Republic of China, including by entering 

16 into a joint venture with such an instrumen17 tality or an entity affiliated with such an in18 strumentality. 

19 (4) Corporate actions currying favor with the 

20 Chinese Communist Party are valuable to officials of 

21 the Chinese Communist Party, the Government of 

22 the People’s Republic of China, and instrumental23 ities of the Government of the People’s Republic of 

24 China, and constitute payments of value for the purVerDate Sep 11 2014 16:22 Feb 05, 2022 Jkt 029200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6201 E:\BILLS\S3584.IS S3584

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1 poses of subsection (a) of each of the corporate anti2 corruption laws, because those actions are— 

3 (A) directly or indirectly financially valu4 able to those officials due to— 

5 (i) the extent of corruption in the 

6 People’s Republic of China; 

7 (ii) the reliance of the economy of the 

8 People’s Republic of China on state-owned 

9 enterprises; and 

10 (iii) the integration of the party-state 

11 with business enterprises in the People’s 

12 Republic of China; and 

13 (B) valuable to the interests of the Chinese 

14 Communist Party, and officials of that Party, 

15 in a manner that is distinct from any inde16 pendent economic or public interest rationale 

17 for those actions. 

18 (5) Corporate actions currying favor with the 

19 Chinese Communist Party are taken corruptly for 

20 the purposes of each of the corporate anti-corruption 

21 laws because those actions— 

22 (A) have no reasonable business purpose 

23 unrelated to obtaining or retaining business 

24 within the People’s Republic of China and in25 stead relate to— 


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1 (i) accessing markets within the juris2 diction of the People’s Republic of China; 

3 or 

4 (ii) avoiding injury threatened by the 

5 Chinese Communist Party, the Govern6 ment of the People’s Republic of China, or 

7 instrumentalities of the Government of the 

8 People’s Republic of China; and 

9 (B) are morally wrongful to the extent that 

10 those actions contribute to denying, obfus11 cating, or excusing— 

12 (i) genocide and other atrocities; and 

13 (ii) the extrajudicial detainment, sub14 jection to forced labor, torture, and polit15 ical indoctrination of, and other severe 

16 human rights abuses with respect to, indi17 viduals by the Chinese Communist Party, 

18 the Government of the People’s Republic of 

19 China, or instrumentalities of the Govern20 ment of the People’s Republic of China. 

21 (6) Despite the public and prominent under22 taking of corporate actions currying favor with the 

23 Chinese Communist Party by individuals and enti24 ties that are subject to the corporate anti-corruption 

25 laws, the Federal Government has undertaken little 


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1 enforcement with respect to those corporate actions 

2 due to an apparent difficulty in demonstrating that 

3 the actions are corrupt, or of value to a foreign offi4 cial, because of the principally nonmonetary nature 

5 of those actions. 

6 (7) In addition to undermining the public inter7 est in the enforcement of the corporate anti-corrup8 tion laws in the manner described in paragraphs (2) 

9 through (6), corporate actions currying favor with 

10 the Chinese Communist Party undermine the public 

11 interest in the enforcement of the laws of the United 

12 States, including— 

13 (A) sections 4 and 5 of the Act entitled 

14 ‘‘An Act to ensure that goods made with forced 

15 labor in the Xinjiang Autonomous Region of the 

16 People’s Republic of China do not enter the 

17 United States market, and for other purposes’’, 

18 approved December 23, 2021 (Public Law 117– 

19 78; 135 Stat. 1525) (referred to in this section 

20 as the ‘‘Uyghur Forced Labor Prevention 

21 Act’’), by— 

22 (i) reducing the awareness of entities 

23 subject to, or potentially subject to, that 

24 Act regarding the application of that Act 

25 to activities in the Xinjiang Autonomous 


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1 Region of the People’s Republic of China 

2 or elsewhere in the People’s Republic of 

3 China; 

4 (ii) aiding and abetting violations of 

5 that Act; and 

6 (iii) reducing the information available 

7 to law enforcement officials in the United 

8 States regarding the activities described in 

9 clause (i); and 

10 (B) United States sanctions laws with re11 spect to persons and entities in the People’s Re12 public of China (collectively referred to in this 

13 section as the ‘‘sanctions laws of the United 

14 States’’)— 

15 (i) including— 

16 (I) section 1237 of the Strom 

17 Thurmond National Defense Author18 ization Act for Fiscal Year 1999 

19 (Public Law 105–261; 50 U.S.C. 

20 1701 note); 

21 (II) sections 4 and 5 of the 

22 Uyghur Forced Labor Prevention Act; 

23 (III) the Global Magnitsky 

24 Human Rights Accountability Act 


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1 (subtitle F of title XII of Public Law 

2 114–328; 22 U.S.C. 2656 note); 

3 (IV) Executive Order 13818 (50 

4 U.S.C. 1701 note; relating to blocking 

5 the property of persons involved in se6 rious human rights abuse or corrup7 tion), as amended on or after the date 

8 of enactment of this Act; 

9 (V) Executive Order 13959 (50 

10 U.S.C. 1701 note; relating to address11 ing the threat from securities invest12 ments that finance Communist Chi13 nese military companies), as amended 

14 before, on, or after the date of enact15 ment of this Act and as superseded in 

16 part before, on, or after the date of 

17 enactment of this Act; and 

18 (VI) Executive Order 14032 (50 

19 U.S.C. 1701 note; relating to address20 ing the threat from securities invest21 ments that finance certain companies 

22 of the People’s Republic of China), as 

23 amended before, on, or after the date 

24 of enactment of this Act; and 


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1 (ii) by facilitating investment in, or 

2 transactions with, entities in which invest3 ment is, or with which transactions are, 

4 prohibited under the sanctions laws of the 

5 United States by— 

6 (I) providing principally non7 monetary benefits of value to those 

8 entities, which, in turn, become finan9 cially valuable to those entities in a 

10 manner that is directly traceable to 

11 those benefits, such as with respect to 

12 raising capital from international cap13 ital markets; 

14 (II) investing in, or transacting 

15 with, entities not subject to the sanc16 tions laws of the United States under 

17 circumstances that suggest that those 

18 entities will, in turn, invest in or 

19 transact with other entities that are 

20 subject to the sanctions laws of the 

21 United States; and 

22 (III) reducing the information 

23 available to law enforcement officials 

24 in the United States for the purpose 


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1 of enforcing the sanctions laws of the 

2 United States. 

3 (8) The requirements of this Act, and the 

4 amendments made by this Act, are justified by— 

5 (A) the public interest in mitigating the 

6 threats to the enforcement of the corporate 

7 anti-corruption laws, and the sanctions laws of 

8 the United States, that are posed by the Chi9 nese Communist Party, the Government of the 

10 People’s Republic of China, and instrumental11 ities of the Government of the People’s Repub12 lic of China; 

13 (B) the foreign policy interests achieved by 

14 this Act and the amendments made by this Act; 

15 and 

16 (C) the fact that those requirements— 

17 (i) are confined to the specific conduct 

18 of entities and persons subject to the cor19 porate anti-corruption laws based on ob20 servable patterns of behavior demonstrated 

21 by those entities and persons; and 

22 (ii) do not subject any entity or per23 son described in clause (i) to any criminal 

24 penalty. 


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1 SEC. 3. AMENDMENTS REGARDING PROHIBITED FOREIGN 

2 TRADE PRACTICES. 

3 (a) ISSUERS.— 

4 (1) IN GENERAL.—Section 30A of the Securi5 ties Exchange Act of 1934 (15 U.S.C. 78dd–1) is 

6 amended— 

7 (A) in subsection (f), by adding at the end 

8 the following: 

9 ‘‘(4) The term ‘covered investment’— 

10 ‘‘(A) means any direct or indirect contribu11 tion or commitment of assets, including any— 

12 ‘‘(i) acquisition of an equity interest 

13 or convertible equity interest; or 

14 ‘‘(ii) loan or other debt interest; and 

15 ‘‘(B) does not include a transaction in 

16 goods or services, or any related party trans17 action, with a wholly owned subsidiary of an en18 tity— 

19 ‘‘(i) that is incorporated in a jurisdic20 tion of the United States; or 

21 ‘‘(ii) the principal place of business of 

22 which is in the United States.’’; and 

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

24 ‘‘(h) APPLICATION.—For the purposes of this sec25 tion— 


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1 ‘‘(1) an action that is taken corruptly includes 

2 an action that serves to— 

3 ‘‘(A) deny, obfuscate, or excuse that a 

4 third party has committed, or assist a third 

5 party in committing— 

6 ‘‘(i) the extrajudicial detainment, sub7 jection to forced labor, torture, and polit8 ical indoctrination of, and other severe 

9 human rights abuses with respect to, 

10 Uyghurs, Kazakhs, Kyrgyz, and members 

11 of other predominantly Muslim ethnic 

12 groups by the Government of the People’s 

13 Republic of China in the Xinjiang Uyghur 

14 Autonomous Region of China (or com15 parable treatment of members of other eth16 nic, religious, and political groups who re17 side elsewhere in the People’s Republic of 

18 China); 

19 ‘‘(ii) censorship, or another activity, 

20 by the Chinese Communist Party, the Gov21 ernment of the People’s Republic of China, 

22 or instrumentalities of the Government of 

23 the People’s Republic of China with re24 spect to Hong Kong that— 


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1 ‘‘(I) prohibits, limits, or penalizes 

2 the exercise of freedom of expression 

3 or assembly by citizens of Hong Kong; 

4 or 

5 ‘‘(II) limits access to free and 

6 independent print, online, or broad7 cast media; or 

8 ‘‘(iii) the extrajudicial rendition, arbi9 trary detention, or torture of any indi10 vidual in Hong Kong or other gross viola11 tions of internationally recognized human 

12 rights in Hong Kong; 

13 ‘‘(B) support, legitimize, or recognize the 

14 territorial claims of the Government of the Peo15 ple’s Republic of China in Taiwan, Tibet, 

16 Korea, the South China Sea, the East China 

17 Sea, or another location in which such a claim 

18 is contested; 

19 ‘‘(C) express political advocacy in favor of 

20 the Chinese Communist Party, the system of 

21 governance of that Party, or any official of that 

22 Party; or 

23 ‘‘(D) make a covered investment— 


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1 ‘‘(i) in partnership with the Belt and 

2 Road Initiative of the Government of the 

3 People’s Republic of China; or 

4 ‘‘(ii) in any entity (including a parent, 

5 subsidiary, or affiliate of, or another entity 

6 controlled by an entity) that is— 

7 ‘‘(I)(aa) affiliated with the Chi8 nese Communist Party, the Govern9 ment of the People’s Republic of 

10 China, or instrumentalities of the 

11 Government of the People’s Republic 

12 of China; and 

13 ‘‘(bb) involved in the develop14 ment, production, or sale of emerging 

15 or foundational technology identified 

16 pursuant to section 1758 of the Ex17 port Control Reform Act of 2018 (50 

18 U.S.C. 4817); or 

19 ‘‘(II) on the Entity List main20 tained by the Bureau of Industry and 

21 Security of the Department of Com22 merce and set forth in Supplement 

23 No. 4 to part 744 of title 15, Code of 

24 Federal Regulations; and 


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1 ‘‘(2) an action described in paragraph (1) is 

2 made with respect to a foreign official, or any for3 eign political party or official thereof, if, among 

4 other reasons, the action is taken in response to— 

5 ‘‘(A) a request of any foreign official, or 

6 any foreign political party or official thereof, as 

7 applicable; 

8 ‘‘(B) an injury or threat of injury, by 

9 means of economic coercion, to the applicable 

10 issuer, or to an officer, director, employee, or 

11 agent of the applicable issuer, made by any for12 eign official or any foreign political party or of13 ficial thereof; or 

14 ‘‘(C) a material action or announcement, 

15 including with respect to policy, by the Chinese 

16 Communist Party, the Government of the Peo17 ple’s Republic of China, or instrumentalities of 

18 the Government of the People’s Republic of 

19 China from which the action would rationally 

20 follow. 

21 ‘‘(i) SPECIAL RULES.—Notwithstanding any other 

22 provision of this section, with respect to a violation of sub23 section (a) or (g) that is based on an action taken cor24 ruptly as described in any of subparagraphs (A) through 

25 (D) of subsection (h)(1)— 


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1 ‘‘(1) the affirmative defenses under subsection 

2 (c) shall not be available; 

3 ‘‘(2) it shall be an affirmative defense to actions 

4 under subsection (a) or (g) that the payment, gift, 

5 offer, or promise of anything of value that was 

6 made, as of the date on which it was made, had a 

7 reasonable business purpose, which does not include 

8 a purpose relating to— 

9 ‘‘(A) advertising, marketing, or public rela10 tions; or 

11 ‘‘(B) entering into or obtaining any agree12 ment, license, permit, or other arrangement 

13 with respect to market access to a jurisdiction 

14 of a government; 

15 ‘‘(3) notwithstanding section 32— 

16 ‘‘(A) only a penalty described in subsection 

17 (c)(1)(B) or (c)(2)(B) of that section may apply 

18 with respect to the violation; and 

19 ‘‘(B) the minimum amount of the civil pen20 alty assessed for the violation shall be 3 times 

21 the amount of the penalty described in sub22 section (c)(1)(B) or (c)(2)(B) of that section, as 

23 applicable; and 

24 ‘‘(4) in an action brought with respect to the 

25 violation, evidence that the action taken by the apVerDate Sep 11 2014 16:22 Feb 05, 2022 Jkt 029200 PO 00000 Frm 00018 Fmt 6652 Sfmt 6201 E:\BILLS\S3584.IS S3584

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1 plicable issuer (or the officer, director, employee, or 

2 agent of the issuer, or stockholder acting on behalf 

3 of such issuer) was directly or indirectly inconsistent 

4 with the policies of the issuer, including any rep5 resentation to the Federal Government by the issuer, 

6 shall be admissible to prove that the action taken by 

7 the issuer (or officer, director, employee, agent, or 

8 stockholder) was taken corruptly for the purposes of 

9 subsection (a) or (g), as applicable.’’. 

10 (2) RULE OF CONSTRUCTION.—Nothing in sub11 section (h) of section 30A of the Securities Ex12 change Act of 1934 (15 U.S.C. 78dd–1), as added 

13 by paragraph (1) of this subsection, may be con14 strued to expand the meaning of the term ‘‘cor15 ruptly’’, ‘‘to any foreign official’’, or ‘‘to any foreign 

16 political party or official thereof’’ for the purposes of 

17 such section 30A, except for the clarification that 

18 the term includes an action that is taken as de19 scribed in paragraph (1) or (2) of such subsection 

20 (h), as applicable. 

21 (b) DOMESTIC CONCERNS.— 

22 (1) IN GENERAL.—Section 104 of the Foreign 

23 Corrupt Practices Act of 1977 (15 U.S.C. 78dd–2) 

24 is amended— 


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1 (A) in subsection (h), by adding at the end 

2 the following: 

3 ‘‘(6) The term ‘covered investment’— 

4 ‘‘(A) means any direct or indirect contribu5 tion or commitment of assets, including any— 

6 ‘‘(i) acquisition of an equity interest 

7 or convertible equity interest; or 

8 ‘‘(ii) loan or other debt interest; and 

9 ‘‘(B) does not include a transaction in 

10 goods or services, or any related party trans11 action, with a wholly owned subsidiary of an en12 tity— 

13 ‘‘(i) that is incorporated in a jurisdic14 tion of the United States; or 

15 ‘‘(ii) the principal place of business of 

16 which is in the United States.’’; and 

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

18 ‘‘(j) APPLICATION.—For the purposes of this sec19 tion— 

20 ‘‘(1) an action that is taken corruptly includes 

21 an action that serves to— 

22 ‘‘(A) deny, obfuscate, or excuse that a 

23 third party has committed, or assist a third 

24 party in committing— 


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1 ‘‘(i) the extrajudicial detainment, sub2 jection to forced labor, torture, and polit3 ical indoctrination of, and other severe 

4 human rights abuses with respect to, 

5 Uyghurs, Kazakhs, Kyrgyz, and members 

6 of other predominantly Muslim ethnic 

7 groups by the Government of the People’s 

8 Republic of China in the Xinjiang Uyghur 

9 Autonomous Region of China (or com10 parable treatment of members of other eth11 nic, religious, and political groups who re12 side elsewhere in the People’s Republic of 

13 China); 

14 ‘‘(ii) censorship, or another activity, 

15 by the Chinese Communist Party, the Gov16 ernment of the People’s Republic of China, 

17 or instrumentalities of the Government of 

18 the People’s Republic of China with re19 spect to Hong Kong that— 

20 ‘‘(I) prohibits, limits, or penalizes 

21 the exercise of freedom of expression 

22 or assembly by citizens of Hong Kong; 

23 or 


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1 ‘‘(II) limits access to free and 

2 independent print, online, or broad3 cast media; or 

4 ‘‘(iii) the extrajudicial rendition, arbi5 trary detention, or torture of any indi6 vidual in Hong Kong or other gross viola7 tions of internationally recognized human 

8 rights in Hong Kong; 

9 ‘‘(B) support, legitimize, or recognize the 

10 territorial claims of the Government of the Peo11 ple’s Republic of China in Taiwan, Tibet, 

12 Korea, the South China Sea, the East China 

13 Sea, or another location in which such a claim 

14 is contested; 

15 ‘‘(C) express political advocacy in favor of 

16 the Chinese Communist Party, the system of 

17 governance of that Party, or any official of that 

18 Party; or 

19 ‘‘(D) make a covered investment— 

20 ‘‘(i) in partnership with the Belt and 

21 Road Initiative of the Government of the 

22 People’s Republic of China; or 

23 ‘‘(ii) in any entity (including a parent, 

24 subsidiary, or affiliate of, or another entity 

25 controlled by an entity) that is— 


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1 ‘‘(I)(aa) affiliated with the Chi2 nese Communist Party, the Govern3 ment of the People’s Republic of 

4 China, or instrumentalities of the 

5 Government of the People’s Republic 

6 of China; and 

7 ‘‘(bb) involved in the develop8 ment, production, or sale of emerging 

9 or foundational technology identified 

10 pursuant to section 1758 of the Ex11 port Control Reform Act of 2018 (50 

12 U.S.C. 4817); or 

13 ‘‘(II) on the Entity List main14 tained by the Bureau of Industry and 

15 Security of the Department of Com16 merce and set forth in Supplement 

17 No. 4 to part 744 of title 15, Code of 

18 Federal Regulations; and 

19 ‘‘(2) an action described in paragraph (1) is 

20 made with respect to a foreign official, or any for21 eign political party or official thereof, if, among 

22 other reasons, the action is taken in response to— 

23 ‘‘(A) a request of any foreign official, or 

24 any foreign political party or official thereof, as 

25 applicable; 


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1 ‘‘(B) an injury or threat of injury, by 

2 means of economic coercion, to the applicable 

3 domestic concern, or to an officer, director, em4 ployee, or agent of the applicable domestic con5 cern, made by any foreign official or any for6 eign political party or official thereof; or 

7 ‘‘(C) a material action or announcement, 

8 including with respect to policy, by the Chinese 

9 Communist Party, the Government of the Peo10 ple’s Republic of China, or instrumentalities of 

11 the Government of the People’s Republic of 

12 China from which the action would rationally 

13 follow. 

14 ‘‘(k) SPECIAL RULES.—Notwithstanding any other 

15 provision of this section, with respect to a violation of sub16 section (a) or (i) that is based on an action taken corruptly 

17 as described in any of subparagraphs (A) through (D) of 

18 subsection (j)(1)— 

19 ‘‘(1) the affirmative defenses under subsection 

20 (c) shall not be available; 

21 ‘‘(2) it shall be an affirmative defense to actions 

22 under subsection (a) or (i) that the payment, gift, 

23 offer, or promise of anything of value that was 

24 made, as of the date on which it was made, had a 


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1 reasonable business purpose, which does not include 

2 a purpose relating to— 

3 ‘‘(A) advertising, marketing, or public rela4 tions; or 

5 ‘‘(B) entering into or obtaining any agree6 ment, license, permit, or other arrangement 

7 with respect to market access to a jurisdiction 

8 of a government; 

9 ‘‘(3) notwithstanding any provision of sub10 section (g)— 

11 ‘‘(A) only a penalty described in paragraph 

12 (1)(B) or (2)(B) of that subsection may apply 

13 with respect to the violation; and 

14 ‘‘(B) the minimum amount of the civil pen15 alty assessed for the violation shall be 3 times 

16 the amount of the penalty described in para17 graph (1)(B) or (2)(B) of that subsection, as 

18 applicable; and 

19 ‘‘(4) in an action brought with respect to the 

20 violation, evidence that the action taken by the ap21 plicable domestic concern (or the officer, director, 

22 employee, or agent of the domestic concern, or 

23 stockholder acting on behalf of such domestic con24 cern) was directly or indirectly inconsistent with the 

25 policies of the domestic concern, including any repVerDate Sep 11 2014 16:22 Feb 05, 2022 Jkt 029200 PO 00000 Frm 00025 Fmt 6652 Sfmt 6201 E:\BILLS\S3584.IS S3584

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1 resentation to the Federal Government by the do2 mestic concern, shall be admissible to prove that the 

3 action taken by the domestic concern (or officer, di4 rector, employee, agent, or stockholder) was taken 

5 corruptly for the purposes of subsection (a) or (i), 

6 as applicable.’’. 

7 (2) RULE OF CONSTRUCTION.—Nothing in sub8 section (j) of section 104 of the Foreign Corrupt 

9 Practices Act of 1977 (15 U.S.C. 78dd–2), as added 

10 by paragraph (1) of this subsection, may be con11 strued to expand the meaning of the term ‘‘cor12 ruptly’’, ‘‘to any foreign official’’, or ‘‘to any foreign 

13 political party or official thereof’’ for the purposes of 

14 such section 104, except for the clarification that the 

15 term includes an action that is taken as described in 

16 paragraph (1) or (2) of such subsection (j), as appli17 cable. 

18 (c) PERSONS OTHER THAN ISSUERS OR DOMESTIC

19 CONCERNS.— 

20 (1) IN GENERAL.—Section 104A of the Foreign 

21 Corrupt Practices Act of 1977 (15 U.S.C. 78dd–3) 

22 is amended— 

23 (A) in subsection (f), by adding at the end 

24 the following: 

25 ‘‘(6) The term ‘covered investment’— 


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1 ‘‘(A) means any direct or indirect contribu2 tion or commitment of assets, including any— 

3 ‘‘(i) acquisition of an equity interest 

4 or convertible equity interest; or 

5 ‘‘(ii) loan or other debt interest; and 

6 ‘‘(B) does not include a transaction in 

7 goods or services, or any related party trans8 action, with a wholly owned subsidiary of an en9 tity— 

10 ‘‘(i) that is incorporated in a jurisdic11 tion of the United States; or 

12 ‘‘(ii) the principal place of business of 

13 which is in the United States.’’; and 

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

15 ‘‘(g) APPLICATION.—For the purposes of this sec16 tion— 

17 ‘‘(1) an action that is taken corruptly includes 

18 an action that serves to— 

19 ‘‘(A) deny, obfuscate, or excuse that a 

20 third party has committed, or assist a third 

21 party in committing— 

22 ‘‘(i) the extrajudicial detainment, sub23 jection to forced labor, torture, and polit24 ical indoctrination of, and other severe 

25 human rights abuses with respect to, 


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1 Uyghurs, Kazakhs, Kyrgyz, and members 

2 of other predominantly Muslim ethnic 

3 groups by the Government of the People’s 

4 Republic of China in the Xinjiang Uyghur 

5 Autonomous Region of China (or com6 parable treatment of members of other eth7 nic, religious, and political groups who re8 side elsewhere in the People’s Republic of 

9 China); 

10 ‘‘(ii) censorship, or another activity, 

11 by the Chinese Communist Party, the Gov12 ernment of the People’s Republic of China, 

13 or instrumentalities of the Government of 

14 the People’s Republic of China with re15 spect to Hong Kong that— 

16 ‘‘(I) prohibits, limits, or penalizes 

17 the exercise of freedom of expression 

18 or assembly by citizens of Hong Kong; 

19 or 

20 ‘‘(II) limits access to free and 

21 independent print, online, or broad22 cast media; or 

23 ‘‘(iii) the extrajudicial rendition, arbi24 trary detention, or torture of any indi25 vidual in Hong Kong or other gross violaVerDate Sep 11 2014 16:22 Feb 05, 2022 Jkt 029200 PO 00000 Frm 00028 Fmt 6652 Sfmt 6201 E:\BILLS\S3584.IS S3584

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1 tions of internationally recognized human 

2 rights in Hong Kong; 

3 ‘‘(B) support, legitimize, or recognize the 

4 territorial claims of the Government of the Peo5 ple’s Republic of China in Taiwan, Tibet, 

6 Korea, the South China Sea, the East China 

7 Sea, or another location in which such a claim 

8 is contested; 

9 ‘‘(C) express political advocacy in favor of 

10 the Chinese Communist Party, the system of 

11 governance of that Party, or any official of that 

12 Party; or 

13 ‘‘(D) make a covered investment— 

14 ‘‘(i) in partnership with the Belt and 

15 Road Initiative of the Government of the 

16 People’s Republic of China; or 

17 ‘‘(ii) in any entity (including a parent, 

18 subsidiary, or affiliate of, or another entity 

19 controlled by an entity) that is— 

20 ‘‘(I)(aa) affiliated with the Chi21 nese Communist Party, the Govern22 ment of the People’s Republic of 

23 China, or instrumentalities of the 

24 Government of the People’s Republic 

25 of China; and 


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1 ‘‘(bb) involved in the develop2 ment, production, or sale of emerging 

3 or foundational technology identified 

4 pursuant to section 1758 of the Ex5 port Control Reform Act of 2018 (50 

6 U.S.C. 4817); or 

7 ‘‘(II) on the Entity List main8 tained by the Bureau of Industry and 

9 Security of the Department of Com10 merce and set forth in Supplement 

11 No. 4 to part 744 of title 15, Code of 

12 Federal Regulations; and 

13 ‘‘(2) an action described in paragraph (1) is 

14 made with respect to a foreign official, or any for15 eign political party or official thereof, if, among 

16 other reasons, the action is taken in response to— 

17 ‘‘(A) a request of any foreign official, or 

18 any foreign political party or official thereof, as 

19 applicable; 

20 ‘‘(B) an injury or threat of injury, by 

21 means of economic coercion, to the applicable 

22 person, or to an officer, director, employee, or 

23 agent of the applicable person, made by any 

24 foreign official or any foreign political party or 

25 official thereof; or 


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1 ‘‘(C) a material action or announcement, 

2 including with respect to policy, by the Chinese 

3 Communist Party, the Government of the Peo4 ple’s Republic of China, or instrumentalities of 

5 the Government of the People’s Republic of 

6 China from which the action would rationally 

7 follow. 

8 ‘‘(h) SPECIAL RULES.—Notwithstanding any other 

9 provision of this section, with respect to a violation of sub10 section (a) that is based on an action taken corruptly as 

11 described in any of subparagraphs (A) through (D) of sub12 section (g)(1)— 

13 ‘‘(1) the affirmative defenses under subsection 

14 (c) shall not be available; 

15 ‘‘(2) it shall be an affirmative defense to actions 

16 under subsection (a) that the payment, gift, offer, or 

17 promise of anything of value that was made, as of 

18 the date on which it was made, had a reasonable 

19 business purpose, which does not include a purpose 

20 relating to— 

21 ‘‘(A) advertising, marketing, or public rela22 tions; or 

23 ‘‘(B) entering into or obtaining any agree24 ment, license, permit, or other arrangement 


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1 with respect to market access to a jurisdiction 

2 of a government; 

3 ‘‘(3) notwithstanding any provision of sub4 section (e)— 

5 ‘‘(A) only a penalty described in paragraph 

6 (1)(B) or (2)(B) of that subsection may apply 

7 with respect to the violation; and 

8 ‘‘(B) the minimum amount of the civil pen9 alty assessed for the violation shall be 3 times 

10 the amount of the penalty described in para11 graph (1)(B) or (2)(B) of that subsection, as 

12 applicable; and 

13 ‘‘(4) in an action brought with respect to the 

14 violation, evidence that the action taken by the ap15 plicable person was directly or indirectly inconsistent 

16 with the policies of the person, including any rep17 resentation to the Federal Government by the per18 son, shall be admissible to prove that the action 

19 taken by the person was taken corruptly for the pur20 poses of subsection (a).’’. 

21 (2) RULE OF CONSTRUCTION.—Nothing in sub22 section (g) of section 104A of the Foreign Corrupt 

23 Practices Act of 1977 (15 U.S.C. 78dd–3), as added 

24 by paragraph (1) of this subsection, may be con25 strued to expand the meaning of the term ‘‘corVerDate Sep 11 2014 16:22 Feb 05, 2022 Jkt 029200 PO 00000 Frm 00032 Fmt 6652 Sfmt 6201 E:\BILLS\S3584.IS S3584

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1 ruptly’’, ‘‘to any foreign official’’, or ‘‘to any foreign 

2 political party or official thereof’’ for the purposes of 

3 such section 104A, except for the clarification that 

4 the term includes an action that is taken as de5 scribed in paragraph (1) or (2) of such subsection 

6 (g), as applicable. 

Æ 


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