Sec. 11. Disclosures to Securities and Exchange Commission of certain activities related to Xinjiang Uyghur Autonomous Region

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Section 12 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78l ) is amended by adding at the end the following: In this subsection, the term covered entity means any entity that is— engaged in providing technology or other assistance to create mass-population surveillance systems in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China; an entity operating in the People’s Republic of China that is on the Entity List maintained by the Bureau of Industry and Security of the Department of Commerce and set forth in Supplement No. 4 to part 744 of title 15, Code of Federal Regulations; an individual residing in the People’s Republic of China or an entity operating in the People’s Republic of China that is on the list of specially designated nationals and blocked persons maintained by the Office of Foreign Assets Control of the Department of the Treasury; constructing or operating detention facilities for Uyghurs in the Xinjiang Uyghur Autonomous Region; a foreign person identified in the report submitted under section 5(c) of the Act entitled An Act to ensure that goods made with forced labor in the Xinjiang Autonomous Region of the People’s Republic of China do not enter the United States market, and for other purposes , approved December 23, 2021 ( Public Law 117–78 ; 22 U.S.C. 6901 note) (commonly referred to, and referred to in this subsection, as the Uyghur Forced Labor Prevention Act ); engaged in the pairing assistance program that subsidizes the establishment of manufacturing facilities in the Xinjiang Uyghur Autonomous Region; the Xinjiang Production and Construction Corps; operating in the People’s Republic of China and producing goods subject to a withhold release order issued by U.S.

Customs and Border Protection pursuant to section 307 of the Tariff Act of 1930 ( 19 U.S.C. 1307 ); on a list required by clause (i), (ii), (iv), or

(v)of section 2(d)(2)(B) of the Uyghur Forced Labor Prevention Act; any person the property and interests in property of which have been blocked, pursuant to the International Emergency Economic Powers Act ( 50 U.S.C. 1701 et seq. ) or any other provision of law, for actions relating to the detention or abuse of Uyghurs and other predominantly Muslim ethnic groups in the Xinjiang Uyghur Autonomous Region; an individual residing in the People’s Republic of China, or an entity operating in the People’s Republic of China, the property and interests in property of which have been blocked pursuant to section 1263 of the Global Magnitsky Human Rights Accountability Act ( 22 U.S.C. 10102 ); any person responsible for, or complicit in, the commission of atrocities in the Xinjiang Uyghur Autonomous Region; or an affiliate of an entity described in any of subparagraphs

(A)through (L). Not later than 180 days after the date of enactment of this subsection, the Commission shall issue rules— to require an issuer filing an application to register a security with a national securities exchange— to include in the application the documentation described in paragraph (3); and to file the application and documentation with the Commission; to require an issuer to file a report with the Commission containing the documentation described in paragraph

(3)if the securities of the issuer are not listed on a national securities exchange and merges with another issuer, the securities of which are listed on such an exchange; and to require an issuer filing a registration statement under subsection

(g)to include with that statement the documentation described in paragraph (3). With respect to an issuer, the documentation described in this paragraph is documentation showing that neither the issuer nor any affiliate of the issuer, directly or indirectly, has engaged in a significant transaction with a covered entity. In issuing rules under paragraph (2), in addition to the documentation required under subparagraph (A), the Commission shall also require an issuer to which those rules apply to document the name (in English and in the most commonly spoken language of the country in which the issuer is incorporated, if other than English) and address of, and sourcing quantities from, each smelter, refinery, farm, or manufacturing facility (as appropriate)— with which the issuer has a business relationship; and that is owned or operated by— a person located in the Xinjiang Uyghur Autonomous Region; or a person working with the Government of the Xinjiang Uyghur Autonomous Region to recruit, transport, transfer, harbor, or receive labor of Uyghurs, Kazakhs, Kyrgyz, or members of other persecuted groups out of the Xinjiang Uyghur Autonomous Region. In issuing rules under paragraph (1), the Commission shall— require an issuer to obtain independent verification of the documentation described in paragraph

(3)by a third-party auditor approved by the Commission, before the filing of an application, report, or registration statement containing the documentation; and require that the identity of the third-party auditor described in subparagraph

(A)remain confidential. The Commission shall make all documentation received under this subsection available to the public. With respect to an application or report described in paragraph (2), if an issuer fails to comply with the requirements of this subsection (including any misrepresentation of the information described in paragraph (3))— in the case of an application described in paragraph (2)(A)— the applicable national securities exchange may not approve the application; and the issuer may not refile the application for 1 year; and in the case of a report described in paragraph (1)(B) or a registration statement described in paragraph (1)(C)— the President shall— make a determination with respect to whether— the Secretary of the Treasury should initiate an investigation with respect to the imposition of sanctions under the Global Magnitsky Human Rights Accountability Act ( 22 U.S.C. 10101 et seq. ); or the Attorney General should initiate an investigation under any provision of law intended to hold accountable individuals or entities involved in the importation of goods produced using forced labor, including section 545, 1589, or 1761 of title 18, United States Code; and not later than 180 days after initiating an investigation described in subclause (I), make a determination with respect to whether— to impose sanctions under the Global Magnitsky Human Rights Accountability Act with respect to the issuer or affiliate of the issuer (as the case may be); or to refer the case to the Department of Justice or another relevant Federal agency for further investigation. The Commission shall— conduct an annual assessment of the compliance of issuers with the requirements of this subsection; and submit to Congress a report containing the results of each assessment conducted under clause (i). The Comptroller General of the United States shall periodically evaluate and report to Congress on the effectiveness of the oversight by the Commission of the requirements of this subsection. The provisions of this subsection shall terminate on the date that is 30 days after the date on which the President submits the determination described in section 6(2) of the Uyghur Forced Labor Prevention Act. . Section 13 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m ) is amended by adding at the end the following: Each issuer required to file an annual or quarterly report under subsection

(a)shall disclose in that report the information required by paragraph

(2)if, during the period covered by the report, the issuer or any affiliate of the issuer engaged, directly or indirectly, in an activity (including through a business relationship, ownership interest, or other financial or personal interest) with a covered entity, as defined in section 12(m). If an issuer or an affiliate of an issuer has engaged, directly or indirectly, in any activity described in paragraph (1), the issuer shall disclose a detailed description of each such activity, including— the nature and extent of the activity; the gross revenues and net profits, if any, attributable to the activity; and whether the issuer or the affiliate of the issuer (as the case may be) intends to continue the activity. If an issuer reports under paragraph

(1)that the issuer or an affiliate of the issuer has engaged in any activity described in that paragraph, the issuer shall separately file with the Commission, concurrently with the annual or quarterly report under subsection (a), a notice that the disclosure of that activity has been included in that annual or quarterly report that identifies the issuer and contains the information required under paragraph (2). Upon receiving a notice under paragraph

(3)that an annual or quarterly report includes a disclosure of an activity described in paragraph (1), the Commission shall promptly— transmit the report to— the President; the Committee on Foreign Relations and the Committee on Banking, Housing, and Urban Affairs of the Senate; and the Committee on Foreign Affairs and the Committee on Financial Services of the House of Representatives; and make the information provided in the disclosure and the notice available to the public by posting the information on the internet website of the Commission. Upon receiving a report under paragraph

(4)that includes a disclosure of an activity described in paragraph

(1)by an issuer or an affiliate of the issuer, the President shall— make a determination with respect to whether— the Secretary of the Treasury should initiate an investigation with respect to the imposition of sanctions under the Global Magnitsky Human Rights Accountability Act ( 22 U.S.C. 10101 et seq. ); or the Attorney General should initiate an investigation under any provision of law intended to hold accountable individuals or entities involved in the importation of goods produced using forced labor, including section 545, 1589, or 1761 of title 18, United States Code; and not later than 180 days after initiating such an investigation, make a determination with respect to whether— to impose sanctions under the Global Magnitsky Human Rights Accountability Act with respect to the issuer or affiliate of the issuer (as the case may be); or to refer the case to the Department of Justice or another relevant Federal agency for further investigation. The provisions of this subsection shall terminate on the date that is 30 days after the date on which the President submits the determination described in section 6(2) of the Act entitled An Act to ensure that goods made with forced labor in the Xinjiang Autonomous Region of the People’s Republic of China do not enter the United States market, and for other purposes , approved December 23, 2021 ( Public Law 117–78 ; 22 U.S.C. 6901 note). . The amendments made by this section shall apply with respect to any application, registration statement, or report required to be filed with the Securities and Exchange Commission after the date that is 180 days after the date of enactment of this Act.

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