#aafth ,,congress  #b;d ,session  ,s4   
#ide  ,,an ,,act  ,to amend the         
,sarbanes-,oxley ,act of #bjjb to       
require certain issuers to disclose to  
the ,securities and ,exchange           
,commission information regarding       
foreign jurisdictions that prevent the  
,public ,company ,accounting ,oversight 
,board from performing inspections under
 that ,act1 and for other purposes4  #a4
 ,short title ,this ,act may be cited as
 the ,holding ,foreign ,companies       
,accountable ,act4  #b4 ,disclosure     
requirement  ,section #ajd of the       
,sarbanes-,oxley ,act of #bjjb 7#ae     
,u4,s4,c4 #gbad7 is amended by adding at
 the end the following3  7i7 ,disclosure
 regarding foreign jurisdictions that   
prevent inspections  7#a7 ,definitions  
,in this subsection-- 7,a7 the term     
covered issuer means an issuer that is  
required to file reports under section  
#ac or #ae7;d7 of the ,securities       
,exchange ,act of #aicd 7#ae ,u4,s4,c4  
#ghm1 #gho7d772 and  7,b7 the term      

non-inspection year means1 with respect 
to a covered issuer1 a year-- 7i7 during
 which the ,commission identifies the   
covered issuer under paragraph 7#b77;,a7
 with respect to every report described 
in subparagraph 7,a7 filed by the       
covered issuer during that year2 and    
7ii7 that begins after the date of      
enactment of this subsection4  7#b7     
,disclosure to ,commission ,the         
,commission shall-- 7,a7 identify each  
covered issuer that1 with respect to the
 preparation of the audit report on the 
financial statement of the covered      
issuer that is included in a report     
described in paragraph 7#a77;,a7 filed  
by the covered issuer1 retains a        
registered public accounting firm that  
has a branch or office that-- 7i7 is    
located in a foreign jurisdiction2 and  
7ii7 the ,board is unable to inspect or 
investigate completely because of a     
position taken by an authority in the   
foreign jurisdiction described in clause
 7i71 as determined by the ,board2 and  

7,b7 require each covered issuer        
identified under subparagraph 7,a7 to1  
in accordance with the rules issued by  
the ,commission under paragraph 7#d71   
submit to the ,commission documentation 
that establishes that the covered issuer
 is not owned or controlled by a        
governmental entity in the foreign      
jurisdiction described in subparagraph  
7,a77i74  7#c7 ,trading prohibition     
after #c years of non-inspections  7,a7 
,in general ,if the ,commission         
determines that a covered issuer has #c 
consecutive non-inspection years1 the   
,commission shall prohibit the          
securities of the covered issuer from   
being traded-- 7i7 on a national        
securities exchange2 or  7ii7 through   
any other method that is within the     
jurisdiction of the ,commission to      
regulate1 including through the method  
of trading that is commonly referred to 
as the over-the-counter trading of      
securities4  7,b7 ,removal of initial   
prohibition ,if1 after the ,commission  

imposes a prohibition on a covered      
issuer under subparagraph 7,a71 the     
covered issuer certifies to the         
,commission that the covered issuer has 
retained a registered public accounting 
firm that the ,board has inspected under
 this section to the satisfaction of the
 ,commission1 the ,commission shall end 
that prohibition4  7,c7 ,recurrence of  
non-inspection years ,if1 after the     
,commission ends a prohibition under    
subparagraph 7,b7 or 7,d7 with respect  
to a covered issuer1 the ,commission    
determines that the covered issuer has a
 non-inspection year1 the ,commission   
shall prohibit the securities of the    
covered issuer from being traded-- 7i7  
on a national securities exchange2 or   
7ii7 through any other method that is   
within the jurisdiction of the          
,commission to regulate1 including      
through the method of trading that is   
commonly referred to as the             
over-the-counter trading of securities4 
7,d7 ,removal of subsequent prohibition 

,if1 after the end of the #e-year period
 beginning on the date on which the     
,commission imposes a prohibition on a  
covered issuer under subparagraph 7,c71 
the covered issuer certifies to the     
,commission that the covered issuer will
 retain a registered public accounting  
firm that the ,board is able to inspect 
under this section1 the ,commission     
shall end that prohibition4  7#d7 ,rules
 ,not later than #ij days after the date
 of enactment of this subsection1 the   
,commission shall issue rules that      
establish the manner and form in which a
 covered issuer shall make a submission 
required under paragraph 7#b77;,b74  4  
#c4 ,additional disclosure  7a7         
,definitions ,in this section-- 7#a7 the
 term audit report has the meaning given
 the term in section #b7;a7 of the      
,sarbanes-,oxley ,act of #bjjb 7#ae     
,u4,s4,c4 #gbja7;a772  7#b7 the term    
,commission means the ,securities and   
,exchange ,commission2  7#c7 the term   
covered form-- 7,a7 means-- 7i7 the form

 described in section #bdi4caj of title 
#ag1 ,code of ,federal ,regulations1 or 
any successor regulation2 and  7ii7 the 
form described in section #bdi4bbj;f of 
title #ag1 ,code of ,federal            
,regulations1 or any successor          
regulation2 and  7,b7 includes a form   
that-- 7i7 is the equivalent of1 or     
substantially similar to1 the form      
described in clause 7i7 or 7ii7 of      
subparagraph 7,a72 and  7ii7 a foreign  
issuer files with the ,commission under 
the ,securities ,exchange ,act of #aicd 
7#ae ,u4,s4,c4 #gh;a et seq47 or rules  
issued under that ,act2  7#d7 the terms 
covered issuer and non-inspection year  
have the meanings given the terms in    
subsection 7i77#a7 of section #ajd of   
the ,sarbanes-,oxley ,act of #bjjb 7#ae 
,u4,s4,c4 #gbad71 as added by section #b
 of this ,act2 and  7#e7 the term       
foreign issuer has the meaning given the
 term in section #bdj4c;b-#d of title   
#ag1 ,code of ,federal ,regulations1 or 
any successor regulation4  7b7          

,requirement ,each covered issuer that  
is a foreign issuer and for which1      
during a non-inspection year with       
respect to the covered issuer1 a        
registered public accounting firm       
described in subsection 7i77#b77;,a7 of 
section #ajd of the ,sarbanes-,oxley    
,act of #bjjb 7#ae ,u4,s4,c4 #gbad71 as 
added by section #b of this ,act1 has   
prepared an audit report shall disclose 
in each covered form filed by that      
issuer that covers such a non-inspection
 year-- 7#a7 that1 during the period    
covered by the covered form1 such a     
registered public accounting firm has   
prepared an audit report for the issuer2
  7#b7 the percentage of the shares of  
the issuer owned by governmental        
entities in the foreign jurisdiction in 
which the issuer is incorporated or     
otherwise organized2  7#c7 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 issuer2  7#d7 the   
name of each official of the ,chinese   
,communist ,party who is a member of the
 board of directors of-- 7,a7 the       
issuer2 or  7,b7 the operating entity   
with respect to the issuer2 and  7#e7   
whether the articles of incorporation of
 the issuer 7or equivalent organizing   
document7 contains any charter of the   
,chinese ,communist ,party1 including   
the text of any such charter4  ,passed  
the ,senate ,may #bj1 #bjbj4,secretary