§7214a — Title 15 Commerce and Trade | U.S. Code

Summary

Foreign companies that are "covered issuers" must put extra information in the SEC forms they file for any year when their auditor was not inspected. If the kind of registered public accounting firm named in section 7214(i)(2)(A) prepared an audit report that year, the company must say five things: that an audit report was prepared; what percent of the company’s shares are owned by government entities in the country where it is incorporated; whether those government entities have a controlling financial interest in the company; the names of any Chinese Communist Party officials on the company’s or its operating entity’s board; and whether the company’s organizing papers include a CCP charter, with the charter text if there is one. Definitions: "audit report" means the meaning in section 7201(a); "Commission" means the Securities and Exchange Commission; "covered form" means the SEC forms in 17 C.F.R. 249.310 and 249.220f (or equivalent forms filed by foreign issuers); "covered issuer" and "non-inspection year" mean what section 7214(i)(1) says; "foreign issuer" means the term in 17 C.F.R. 240.3b–4.

Title 15, §7214a

Commerce and Trade — Source: USLM XML via OLRC

(a)In this section—

(1)the term “audit report” has the meaning given the term in section 7201(a) of this title;

(2)the term “Commission” means the Securities and Exchange Commission;

(3)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 et seq.) or rules issued under that Act;

(4)the terms “covered issuer” and “non-inspection year” have the meanings given the terms in subsection (i)(1) of section 7214 of this title, as added by section 2 of this Act; and

(5)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.

(b)Each covered issuer that is a foreign issuer and for which, during a non-inspection year with respect to the covered issuer, a registered public accounting firm described in subsection (i)(2)(A) of section 7214 of this title, as added by section 2 of this Act, has prepared an audit report shall disclose in each covered form filed by that issuer that covers such a non-inspection year—

(1)that, during the period covered by the covered form, such a registered public accounting firm has prepared an audit report for the issuer;

(2)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;

(3)whether governmental entities in the applicable foreign jurisdiction with respect to that registered public accounting firm have a controlling financial interest with respect to the issuer;

(4)the name of each official of the Chinese Communist Party who is a member of the board of directors of—

(A)the issuer; or

(B)the operating entity with respect to the issuer; and

(5)whether the articles of incorporation of the issuer (or equivalent organizing document) contains any charter of the Chinese Communist Party, including the text of any such charter.

Notes & Related Subsidiaries

Editorial Notes

References in Text

The Securities Exchange Act of 1934, referred to in subsec. (a)(3)(B)(ii), is act June 6, 1934, ch. 404, 48 Stat. 881, which is classified principally to chapter 2B (§ 78a et seq.) of this title. For complete classification of this Act to the Code, see section 78a of this title and Tables. section 2 of this Act, referred to in subsecs. (a)(4) and (b), means section 2 of Pub. L. 116–222.

§7214a Additional Disclosure

Summary

Title 15, §7214a

Notes & Related Subsidiaries

Editorial Notes

References in Text

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