Holding China Accountable Act

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. Short title This Act may be cited as the Holding China Accountable Act 2. Disclosures and prohibition against the listing of certain firms on national securities exchanges (a) Disclosure (1) List of certain foreign issuers and covered foreign public accounting firms (A) In general The Commission shall maintain a publicly available list of— (i) each foreign issuer, an audit report of which— (I) is prepared by a foreign public accounting firm; and (II) the Board is not able to inspect or investigate because of a position taken by an authority that is outside of the United States; (ii) each covered foreign public accounting firm that has prepared an audit report identified under clause (i); and (iii) the jurisdiction in which each covered foreign public accounting firm identified under clause (ii) is organized or operating. (B) Role of the Board Not less frequently than annually, the Board shall provide to the Commission the information that is required for the Commission to carry out subparagraph (A). (2) Annual report disclosure (A) Disclosure Each applicable foreign issuer shall disclose in each covered form filed by the applicable foreign issuer— (i) that, during the period covered by covered form, a covered foreign public accounting firm has prepared an audit report for the issuer; (ii) the percentage of the shares of the issuer owned by governmental entities in the foreign jurisdiction in which the issuer is incorporated or otherwise organized; (iii) whether governmental entities in a covered jurisdiction with respect to any covered foreign public accounting firm that has prepared an audit report for the issuer during the period covered by the form have a controlling financial interest with respect to the issuer; and (iv) the name of any official of the Chinese Communist Party who is a member of the board of directors of the issuer or the operating entity with respect to the issuer. (B) Update of rules Not later than 270 days after the date of enactment of this Act, and after providing the opportunity for public notice and comment, the Commission shall make any amendments to the rules of the Commission that are required as a result of the requirements of this subsection. (C) Effective date This subsection shall take effect on the date on which the Commission completes the amendments required under subparagraph (B). (3) Disclosure by brokers and dealers Section 15(n) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78o(n) (A) in paragraph (1), by striking Commission may issue (A) shall issue rules that require a broker and a dealer to disclose, with respect to any advice, analysis, or report of the broker or dealer to a retail investor regarding the securities of a foreign issuer, whether a covered foreign public accounting firm has prepared an audit report for the foreign issuer; and (B) in addition to the rules required under subparagraph (A), may issue rules designating documents or information that shall be provided by a broker or dealer to a retail investor before the purchase of an investment product or service by the retail investor. ; and (B) by adding at the end the following: (4) Definitions In this subsection, the terms audit report covered foreign public accounting firm foreign issuer EQUITABLE Act . (b) Prohibition against the listing of certain firms on national securities exchanges (1) In general Section 6(b) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78f(b) (11) (A) The rules of the exchange prohibit the initial listing, after the date of enactment of this paragraph, of any security of an issuer for which a covered foreign public accounting firm has prepared an audit report. (B) Nothing in subparagraph (A) may be construed to prevent an exchange from listing a security on the exchange on or after the date of enactment of this paragraph if that security was listed on the exchange or a national securities exchange before the date of enactment of this paragraph. (C) In this paragraph, the terms audit report covered foreign public accounting firm EQUITABLE Act (12) (A) The rules of the exchange prohibit the listing of any security of a foreign issuer that, beginning in 2025, has been identified under section 3(a)(1)(A) of the EQUITABLE Act (B) Nothing in subparagraph (A) may be construed to prevent an exchange from listing a security of a foreign issuer described in that subparagraph beginning on the date on which the issuer submits to the Commission an audit report for the issuer that is prepared by a registered public accounting firm that the Public Company Accounting Oversight Board has inspected, or is able to inspect, under section 104 of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7214 (C) In this paragraph— (i) the terms audit report registered public accounting firm 15 U.S.C. 7201(a) (ii) the terms covered foreign public accounting firm foreign issuer EQUITABLE Act . (2) Rules (A) Proposals Not later than 90 days after the date of enactment of this Act, each national securities exchange shall, in accordance with section 19(b) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78s(b) (B) Adoption Not later than 1 year after the date of enactment of this Act, each national securities exchange shall have each proposed change described in paragraph (1) approved by the Commission. (c) Definitions In this section— (1) the term applicable foreign issuer (A) that is required to file a covered form; and (B) for which, during the period covered by the filing described in subparagraph (A), a covered foreign public accounting firm has prepared an audit report for the issuer; (2) the term audit report 15 U.S.C. 7201(a) (3) the term Board (4) the term Commission (5) the term covered foreign public accounting firm 15 U.S.C. 7201 (6) the term covered form (A) means— (i) the form described in section 249.310 of title 17, Code of Federal Regulations, or any successor regulation; and (ii) the form described in section 249.220f of title 17, Code of Federal Regulations, or any successor regulation; and (B) includes a form that— (i) is the equivalent of, or substantially similar to, the form described in clause (i) or (ii) of subparagraph (A); and (ii) a foreign issuer files with the Commission under the Securities Exchange Act of 1934 ( 15 U.S.C. 78a (7) the term covered jurisdiction (8) the term exchange 15 U.S.C. 78a(a) (9) the term foreign issuer (10) the term foreign public accounting firm 15 U.S.C. 7216(g) (11) the term national securities exchange 15 U.S.C. 78f (12) the term public accounting firm 15 U.S.C. 7201(a) 3. Restriction on issuance of nonimmigrant visas to nationals of China (a) Restriction The Secretary of State may not issue a visa to, and the Secretary of Homeland Security shall deny entry to the United States of, an alien under section 101(a)(15) of the Immigration and Nationality Act ( 8 U.S.C. 1101(a)(15) (1) studying science, technology, engineering, mathematics, or a related field; (2) employment in science, technology, engineering, mathematics, or a related field; or (3) attending a business meeting, conference, or academic or cultural exchange, that includes activities related to science, technology, engineering, mathematics, or a related field. (b) Applicability The restriction under subsection (a) shall not apply for any year in which the President certifies to Congress that— (1) the People’s Republic of China has not provided state support of cyber espionage against a United States company during the preceding year; and (2) no individual or entity present in the United States has engaged in espionage against a United States company on behalf of the People’s Republic of China during the preceding year. (c) Definitions In this section: (1) Cyber espionage The term cyber espionage (A) is carried out by a foreign government or any individual or entity working on behalf of a foreign government; and (B) is for the purpose of— (i) collecting information related to a copyrighted or copyrightable work, patented or patentable invention, trademarked good or service, or trade secret (as such term is defined in section 1839 of title 18, United States Code); or (ii) disruption, destruction, or manipulation of, or other change to, such network, system, or device or any information stored on or transmitted by such network, system, or device. (2) Espionage The term espionage (3) United States company The term United States company 4. Disclosures of foreign gifts (a) Short title This section may be cited as the Foreign Adversary Funding in Higher Education Act (b) Special rule Section 117(a) of the Higher Education Act of 1965 ( 20 U.S.C. 1011f(a) (1) by striking Whenever any (1) In general Subject to paragraph (2), whenever any ; and (2) by adding at the end the following: (2) Special rule (A) In general Notwithstanding paragraph (1), whenever any institution is owned or controlled by a foreign source listed in subparagraph (B) or receives a gift from or enters into a contract with that foreign source, paragraph (1) shall be applied by substituting $25,000 $250,000 (B) Foreign source A foreign source listed in this subparagraph is: (i) The People’s Republic of China. (ii) The Russian Federation. (iii) The Islamic Republic of Iran. (iv) The Democratic People’s Republic of Korea. . (c) Enforcement Section 117(f)(2) of the Higher Education Act of 1965 ( 20 U.S.C. 1011f(f)(2) an amount equal to the amount that the institution failed to report under this section and the full costs (d) Web portal Section 117 of the Higher Education Act of 1965 ( 20 U.S.C. 1011f (1) by redesignating subsections (g) and (h) as subsections (h) and (i), respectively; and (2) by inserting after subsection (f), the following: (g) Web portal Not later than 180 days after the date of enactment of the Foreign Adversary Funding in Higher Education Act (1) enables electronic filing of disclosure reports under this section; and (2) includes any reports filed before such date of enactment. .

Summary: Holding China Accountable Act This bill prohibits certain Chinese nationals from receiving visas, requires higher education institutions to disclose certain foreign gifts, and restricts the use of foreign public accounting firms by foreign issuers of securities. Specified visas may not be issued to Chinese nationals seeking to enter the United States for the purpose of (1) studying science, technology, engineering, mathematics, or a related field; (2) employment in science, technology, engineering, mathematics, or a related field; or (3) attending a business meeting, conference, or academic or cultural exchange that includes activities related to science, technology, engineering, mathematics, or a related field. The bill also lowers the disclosure threshold regarding gifts to higher education institutions from China, Russia, Iran, and North Korea. Additionally, the bill requires certain disclosures from foreign issuers of securities that use, for the required audit report to the Securities and Exchange Commission, a foreign public accounting firm that is not subject to inspection by the Public Company Accounting Oversight Board. If an issuer uses such a foreign public accounting firm, the issuer is generally prohibited from listing its securities on a national securities exchange.