The SEC’s Division of Corporation Finance posted today this sample letter to companies regarding China-specific disclosure obligations in SEC filings. The letter includes non-exhaustive sample comments Corp Fin may issue to companies about their disclosures (or the lack thereof) across the areas of: (i) disclosure requirements applicable to Commission-Identified Issuers (CIIs) under the Holding Foreign Companies Accountable Act; (ii) material risks of intervention or control by the Chinese government in the operations of companies based in or with a majority of their operations in China; (iii) and disclosures related to the Uyghur Forced Labor Prevention Act (UFLPA), which prohibits the importation to the US market of goods from the Chinese Xinjiang Uyghur Autonomous Region, and thus may, for example, pose material compliance risks or material supply chain disruptions.
See Corp Fin’s prior guidance: “Disclosure Considerations for China-Based Issuers” (November 2020) and “Sample Letter to China-Based Companies” (December 2021); SEC Chair Gensler’s July 2021 public statement: “Statement on Investor Protection Related to Recent Developments in China”; and our prior reports: “SEC Approves PCAOB Holding Foreign Companies Accountable Act Framework” and “PCAOB Adopts HFCAA Framework.”