I 
118TH CONGRESS 
1ST SESSION 
H. R. 747 
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 HOUSE OF REPRESENTATIVES 
FEBRUARY 2, 2023 
Ms. TENNEY (for herself and Mr. MILLER of Ohio) introduced the following 
bill; which was referred to the Committee on Financial Services 
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. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘No Chinese Com-
munist Subterfuge via Unregistered Regime Presence 
Rendered Invisible to Shareholders and Equivalent Parties 
Act’’ or the ‘‘No Chinese Communist SURPRISE Parties 
Act’’. 
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SEC. 2. REPORTING REQUIREMENT. 
(a) DEFINITIONS.—In this section— 
(1) the term ‘‘Commission’’ means the Securi-
ties and Exchange Commission; 
(2) the term ‘‘covered issuer’’ means an issuer, 
including a foreign private issuer, that is required to 
file annual reports with the Commission under sec-
tion 13(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78m(a)); 
(3) the term ‘‘issuer’’ has the meaning given 
the term in section 3(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)); 
(4) the term ‘‘joint venture partner’’, with re-
spect to a covered issuer, means— 
(A) a joint venture in which the covered 
issuer, or a subsidiary with respect to the cov-
ered issuer, is a party; or 
(B) any other person that is a party in a 
joint venture described in subparagraph (A); 
and 
(5) the term ‘‘subsidiary’’, with respect to a 
covered issuer, means a wholly or partially owned 
subsidiary of the covered issuer. 
(b) REQUIREMENT.—Each covered issuer, in each an-
nual report that the covered issuer files with the Commis-
sion (beginning with the second annual report that the 
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covered issuer files with the Commission after the date 
of enactment of this Act), shall— 
(1) disclose whether the covered issuer, or any 
subsidiary or joint venture partner with respect to 
the covered issuer, has established or maintained an 
organization of the Chinese Communist Party dur-
ing the period covered by the report; 
(2) if an organization of the Chinese Com-
munist Party has participated in the operations of 
the covered issuer, or of any subsidiary or joint ven-
ture partner with respect to the covered issuer, dur-
ing the period covered by the report, summarize that 
participation; and 
(3) disclose whether the board of directors of 
the covered issuer (or the equivalent body with re-
spect to the covered issuer), under the laws of the 
jurisdiction in which the covered issuer is incor-
porated or otherwise organized— 
(A) owes a fiduciary duty to the covered 
issuer and shareholders of the covered issuer; 
and 
(B) is subject to heightened scrutiny with 
respect to conflicted controller transactions. 
(c) UPDATES TO RULES.—Not later than 1 year after 
the date of enactment of this Act, the Commission shall 
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make any updates to the rules of the Commission that 
are necessary as a result of this section. 
Æ 
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