II 

117TH CONGRESS 

2D SESSION S. 3598 

To require issuers filing annual reports with the Securities and Exchange 

Commission to disclose whether the issuers have connections with the 

Chinese Communist Party, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

FEBRUARY 8 (legislative day, FEBRUARY 3), 2022 

Mr. RUBIO (for himself and Mrs. BLACKBURN) introduced the following bill; 

which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To require issuers filing annual reports with the Securities 

and Exchange Commission to disclose whether the 

issuers have connections with the Chinese Communist 

Party, 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 ‘‘No Chinese Com5 munist Subterfuge via Unregistered Regime Presence 

6 Rendered Invisible to Shareholders and Equivalent Parties 

7 Act’’ or the ‘‘No Chinese Communist SURPRISE Parties 

8 Act’’. 


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1 SEC. 2. REPORTING REQUIREMENT. 

2 (a) DEFINITIONS.—In this section— 

3 (1) the term ‘‘Commission’’ means the Securi4 ties and Exchange Commission; 

5 (2) the term ‘‘covered issuer’’ means an issuer, 

6 including a foreign private issuer, that is required to 

7 file annual reports with the Commission under sec8 tion 13(a) of the Securities Exchange Act of 1934 

9 (15 U.S.C. 78m(a)); 

10 (3) the term ‘‘issuer’’ has the meaning given 

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

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

13 (4) the term ‘‘joint venture partner’’, with re14 spect to a covered issuer, means— 

15 (A) a joint venture in which the covered 

16 issuer, or a subsidiary with respect to the cov17 ered issuer, is a party; or 

18 (B) any other person that is a party in a 

19 joint venture described in subparagraph (A); 

20 and 

21 (5) the term ‘‘subsidiary’’, with respect to a 

22 covered issuer, means a wholly or partially owned 

23 subsidiary of the covered issuer. 

24 (b) REQUIREMENT.—Each covered issuer, in each an25 nual report that the covered issuer files with the Commis26 sion (beginning with the second annual report that the 


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1 covered issuer files with the Commission after the date 

2 of enactment of this Act), shall— 

3 (1) disclose whether the covered issuer, or any 

4 subsidiary or joint venture partner with respect to 

5 the covered issuer, has established or maintained an 

6 organization of the Chinese Communist Party dur7 ing the period covered by the report; 

8 (2) if an organization of the Chinese Com9 munist Party has participated in the operations of 

10 the covered issuer, or of any subsidiary or joint ven11 ture partner with respect to the covered issuer, dur12 ing the period covered by the report, summarize that 

13 participation; and 

14 (3) disclose whether the board of directors of 

15 the covered issuer (or the equivalent body with re16 spect to the covered issuer), under the laws of the 

17 jurisdiction in which the covered issuer is incor18 porated or otherwise organized— 

19 (A) owes a fiduciary duty to the covered 

20 issuer and shareholders of the covered issuer; 

21 and 

22 (B) is subject to heightened scrutiny with 

23 respect to conflicted controller transactions. 

24 (c) UPDATES TO RULES.—Not later than 1 year after 

25 the date of enactment of this Act, the Commission shall 


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1 make any updates to the rules of the Commission that 

2 are necessary as a result of this section. 

Æ 


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