I 
116TH CONGRESS 
1ST SESSION H. R. 3124 
To amend the Sarbanes-Oxley Act of 2002 to require the Public Company 
Accounting Oversight Board to maintain a list of certain foreign issuers, 
and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JUNE 5, 2019 
Mr. CONAWAY (for himself, Mr. RYAN, and Mr. GALLAGHER) introduced the 
following bill; which was referred to the Committee on Financial Services 
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, 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 ‘‘Ensuring Quality In-
formation and Transparency for Abroad-Based Listings 
on our Exchanges of 2019’’ or the ‘‘EQUITABLE Act 
of 2019’’. 
SEC. 2. DEFINITIONS. 
In this Act— 
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(1) the term ‘‘applicable foreign issuer’’ means 
a 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 pre-
pared an audit report for the issuer; 
(2) the term ‘‘audit report’’ has the meaning 
given the term in section 2(a) of the Sarbanes-Oxley 
Act of 2002 (15 U.S.C. 7201(a)); 
(3) the term ‘‘Board’’ means the Public Com-
pany Accounting Oversight Board; 
(4) the term ‘‘Commission’’ means the Securi-
ties and Exchange Commission; 
(5) the term ‘‘covered foreign public accounting 
firm’’ means a foreign public accounting firm that 
the Board is unable to inspect or investigate under 
the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201 et 
seq.) because of a position taken by an authority 
outside of the United States; 
(6) the term ‘‘covered form’’— 
(A) means— 
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(i) the form described in section 
249.310 of title 17, Code of Federal Regu-
lations, or any successor regulation; and 
(ii) the form described in section 
249.220f of title 17, Code of Federal Reg-
ulations, or any successor regulation; and 
(B) includes a form that— 
(i) is the equivalent of, or substan-
tially 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 et seq.) or 
rules issued under that Act; 
(7) the term ‘‘covered jurisdiction’’ means the 
foreign jurisdiction in which the position described 
in paragraph (5) is taken with respect to a covered 
foreign public accounting firm that prepares an 
audit report for an applicable foreign issuer; 
(8) the term ‘‘exchange’’ has the meaning given 
the term in section 3(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78a(a)); 
(9) the term ‘‘foreign issuer’’ has the meaning 
given the term in section 240.3b–4 of title 17, Code 
of Federal Regulations, or any successor regulation; 
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(10) the term ‘‘foreign public accounting firm’’ 
has the meaning given the term in section 106(g) of 
the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7216(g)); 
(11) the term ‘‘national securities exchange’’ 
means an exchange that is registered with the Com-
mission under section 6 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78f); and 
(12) the term ‘‘public accounting firm’’ has the 
meaning given the term in section 2(a) of the Sar-
banes-Oxley Act of 2002 (15 U.S.C. 7201(a)). 
SEC. 3. DISCLOSURE. 
(a) LIST OF CERTAIN FOREIGN ISSUERS AND COV-
ERED FOREIGN PUBLIC ACCOUNTING FIRMS.— 
(1) IN GENERAL.—The Commission shall main-
tain a publicly available list of— 
(A) each foreign issuer, an audit report of 
which— 
(i) is prepared by a foreign public ac-
counting 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; 
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(B) each covered foreign public accounting 
firm that has prepared an audit report identi-
fied under subparagraph (A); and 
(C) the jurisdiction in which each covered 
foreign public accounting firm identified under 
subparagraph (B) is organized or operating. 
(2) ROLE OF THE BOARD.—Not less frequently 
than annually, the Board shall provide to the Com-
mission the information that is required for the 
Commission to carry out paragraph (1). 
(b) ANNUAL REPORT DISCLOSURE.— 
(1) 
DISCLOSURE.—Each 
applicable 
foreign 
issuer shall disclose in each covered form filed by the 
applicable foreign issuer— 
(A) that, during the period covered by cov-
ered form, a covered foreign public accounting 
firm has prepared an audit report for the 
issuer; 
(B) the percentage of the shares of the 
issuer owned by governmental entities in the 
foreign jurisdiction in which the issuer is incor-
porated or otherwise organized; 
(C) whether governmental entities in a cov-
ered jurisdiction with respect to any covered 
foreign public accounting firm that has pre-
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pared an audit report for the issuer during the 
period covered by the form have a controlling fi-
nancial interest with respect to the issuer; and 
(D) 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. 
(2) UPDATE OF REGULATIONS.—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 regulations of the Commission 
that are required as a result of the requirements of 
this subsection. 
(3) EFFECTIVE
DATE.—This subsection shall 
take effect on the date on which the Commission 
completes the amendments required under para-
graph (2). 
(c) DISCLOSURE BY BROKERS AND DEALERS.—Sec-
tion 15(n) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o(n)) is amended— 
(1) in paragraph (1), by striking ‘‘Commission 
may issue’’ and all that follows through the period 
at the end and inserting the following: ‘‘Commis-
sion— 
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