SEC 2285 Form 40-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F

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[Check one]

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO

SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

Commission File Number
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English (if applicable))
(Province or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number (if applicable))
(I.R.S. Employer Identification Number (if applicable))
(Address and telephone number of Registrant’s principal executive offices)
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Securities registered or to be registered pursuant to Section 12(g) of the Act.
(Title of Class)
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
(Title of Class)
SEC 2285 (07-22)

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For annual reports, indicate by check mark the information filed with this Form:

Annual information form

Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.

Yes

No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

Yes

No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to
its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.

GENERAL INSTRUCTIONS
A. Rules As To Use of Form 40-F
(1) Form 40-F may be used to file reports with the Commission pursuant to Section 15(d) of the Exchange Act and Rule 15d-4
thereunder by Registrants that are subject to the reporting requirements of that Section solely by reason of their having filed a
registration statement on Form F-7, F-8, F-10 or F-80 under the Securities Act of 1933 (the “Securities Act”).

Note: No reporting obligation arises under Section 15(d) of the Securities Act from the registration of securities on Form F-7,
F-8 or F-80 if the issuer, at the time of filing such Form, is exempt from the requirements of Section 12(g) of the Exchange Act
pursuant to Rule 12g3-2(b). See Rule 12h-4 under the Exchange Act.

(2) Form 40-F may be used to register securities with the Commission pursuant to Section 12(b) or 12(g) of the Exchange Act, to
file reports with the Commission pursuant to Section 13(a) of the Exchange Act and Rule 13a-3 thereunder, and to file reports
with the Commission pursuant to Section 15(d) of the Exchange Act if:
(i) the Registrant is incorporated or organized under the laws of Canada or any Canadian province or territory;
(ii) the Registrant is a foreign private issuer or a crown corporation;
(iii) the Registrant has been subject to the periodic reporting requirements of any securities commission or equivalent regulatory
authority in Canada for a period of at least 12-calendar months immediately preceding the filing of this Form and is currently
in compliance with such obligations; and
(iv) the aggregate market value of the public float of the Registrant’s outstanding equity shares is $75 million or more; or teh
Registrant filed a Form F-9 with the Commission on or before December 30, 2012.
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Instructions
1. For purposes of this Form, “foreign private issuer” shall be construed in accordance with Rule 405 under the Securities Act.
2. For purposes of this Form, the term “crown corporation” shall mean a corporation all of whose common shares or comparable
equity is owned directly or indirectly by the Government of Canada or a Province or Territory of Canada.
3. For purposes of this Form, the “public float” of specified securities shall mean only such securities held by persons other
than affiliates of the issuer.
4. For purposes of this Form, an “affiliate” of a person is anyone who beneficially owns, directly or indirectly, or exercises
control or direction over, more than 10 percent of the outstanding equity shares of such person. The determination of a
person’s affiliates shall be made as of the end of such person’s most recently completed fiscal year.
5. For purposes of this Form, “equity shares” shall mean common shares, non-voting equity shares and subordinate or restricted
voting equity shares, but shall not include preferred shares.
6. For purposes of this Form, the market value of outstanding equity shares (whether or not held by affiliates) shall be computed
by use of the price at which the shares were last sold, or the average of the bid and asked prices of such shares, in the
principal market for such shares as of a date within 60 days prior to the date of filing. If there is no market for any of such
securities, the book value of such securities computed as of the latest practicable date prior to the filing of this Form shall
be used for purposes of calculating the market value, unless the issuer of such securities is in bankruptcy or receivership
or has an accumulated capital deficit, in which case one-third of the principal amount, par value or stated value of such
securities shall be used.
(3) If the Registrant is a successor Registrant subsisting after a business combination, it shall be deemed to meet the 12‑month
reporting requirement of A.(2)(iii) above if:
(1) the time the successor registrant has been subject to the continuous disclosure requirements of any securities commission
or equivalent regulatory authority in Canada, when added separately to the time each predecessor had been subject to such
requirements at the time of the business combination, in each case equals at least 12 calendar months, provided, however,
that any predecessor need not be considered for purposes of the reporting history calculation if the reporting histories of
predecessors whose assets and gross revenues, respectively, would contribute at least 80 percent of the total assets and
gross revenues from continuing operations of the successor Registrant, as measured based on pro forma combination of
such participating companies’ most recently completed fiscal years immediately prior to the business combination, when
combined with the reporting history of the successor Registrant in each case satisfy such 12-month reporting requirement
and
(2) the successor Registrant has been subject to such continuous disclosure requirements since the business combination, and
is currently in compliance with its obligations thereunder.
(4) This Form shall not be used if the Registrant is an investment company registered or required to be registered under the Investment
Company Act of 1940.
B. Information To Be Filed on this Form
(1) Except as hereinafter noted, Registrants registering securities under Section 12 shall file with the Commission on this Form all
information material to an investment decision that the Registrant, since the beginning of its last full fiscal year:
(i) made or was required to make public pursuant to the law of any Canadian jurisdiction,
(ii) filed or was required to file with a stock exchange on which its securities are traded and which was made public by such
exchange, or
(iii) distributed or was required to distribute to its securityholders.

A list of all documents filed with the Commission as a part of the registration statement shall be set forth in or attached as an
exhibit to the Form.

(2) Unless otherwise furnished in information provided pursuant to General Instruction B.(1), all registration statements on this Form
shall include that portion of its home jurisdiction reports, forms or listing applications containing a description of the securities
to be registered.
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(3) Registrants reporting pursuant to Section 13(a) or 15(d) of the Exchange Act should file under cover of this Form the annual
information form required under Canadian law and the Registrant’s audited annual financial statements and accompanying
management’s discussion and analysis. Registrants shall furnish under the cover of Form 6-K all other information material to
an investment decision that a Registrant:
(i) makes or is required to make public pursuant to the law of the jurisdiction of its domicile,
(ii) filed or is required to file with a stock exchange on which its securities are traded, or
(iii) distributes or is required to distribute to its securityholders.
Note to paragraphs (1) and (3) of General Instruction B:

If General Instructions B.(1) or (3) of this Form require a registrant to furnish an annual report to security holders, the registrant
shall satisfy this requirement by promptly submitting an English version of its annual report to security holders in electronic
format in accordance with the EDGAR Filer Manual.

(4) A filer must file the Form 40-F registration statement or annual report in electronic format in the English language in accordance
with Regulation S-T Rule 306 (17 CFR 232.306). A filer may file part of an exhibit or other attachment to the Form 40-F registration
statement or annual report in both French and English if it included the French text to comply with the requirements of the
Canadian securities administrator or other Canadian authority and, for an electronic filing, if the filing is an HTML document,
as defined in Regulation S-T Rule 11 (17 CFR 232.11). For both an electronic filing and a paper filing, a filer may provide an
English translation or English summary of a foreign language document as an exhibit or other attachment to the registration
statement or amendment as permitted by the rules of the applicable Canadian securities administrator.
(5) If a report filed on this Form incorporates by reference any information not previously filed with the Commission, such information
must be attached as an exhibit and filed with this Form.
(6) Where the Form is being used as an annual report filed under Section 13(a) or 15(d) of the Exchange Act:

(a) (1) Provide the certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-
14(a)) as an exhibit to this report exactly as set forth below.

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CERTIFICATIONS*
I, [identify the certifying individual], certify that:
1. I have reviewed this annual report on Form 40-F of [identify issuer];
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered
by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over
financial reporting; and
5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent
functions):

Date: __________________

_______________________
[Signature]

_______________________
[Title]
* Provide a separate certification for each principal executive officer and principal financial officer of the registrant. See Rules 13a-14
and 15d-14. The required certification must be in the exact form set forth above.

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(2) (i) Provide the certifications required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b))
and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit to this report.

(ii) A certification furnished pursuant to Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b))
and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) will not be deemed “filed” for
purposes of Section 18 of the Exchange Act [15 U.S.C. 78r], or otherwise subject to the liability of that section. Such
certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange
Act, except to the extent that the issuer specifically incorporates it by reference.
(b)

Disclosure Controls and Procedures. Where the Form is being used as an annual report filed under Section 13(a) or 15(d)
of the Exchange Act, disclose the conclusions of the issuer’s principal executive and principal financial officers, or persons
performing similar functions, regarding the effectiveness of the issuer’s disclosure controls and procedures (as defined in 17
CFR 240.13a-15(e) or 240.15d-15(e)) as of the end of the period covered by the report, based on the evaluation of these controls
and procedures required by paragraph (b) of 17 CFR 240.13a-15 or 240.15d-15.

(c)

Management’s annual report on internal control over financial reporting. Where the Form is being used as an annual report
filed under Section 13(a) or 15(d) of the Exchange Act, provide a report of management on the issuer’s internal control over
financial reporting (as defined in 17 CFR 240.13a-15(f) or 240.15d-15(f)) that contains:
(1)

A statement of management’s responsibility for establishing and maintaining adequate internal control over financial
reporting for the issuer;

(2)

A statement identifying the framework used by management to evaluate the effectiveness of the issuer’s internal control
over financial reporting as required by paragraph (c) of 17 CFR 240.13a-15 or 240.15d-15;

(3)

Management’s assessment of the effectiveness of the issuer’s internal control over financial reporting as of the end of
the issuer’s most recent fiscal year, including a statement as to whether or not internal control over financial reporting is
effective. This discussion must include disclosure of any material weakness in the issuer’s internal control over financial
reporting identified by management. Management is not permitted to conclude that the issuer’s internal control over
financial reporting is effective if there are one or more material weaknesses in the issuer’s internal control over financial
reporting; and

(4)

If an issuer, other than an emerging growth company, as defined in Rule 12b-2 of the Exchange Act, a statement that
the registered public accounting firm that audited the financial statements included in the annual report containing the
disclosure required by this Item has issued an attestation report on management’s assessment of the issuer’s internal
control over financial reporting.

(d)

Attestation report of the registered public accounting firm. Where the Form is being used as an annual report filed under
Section 13(a) or 15(d) of the Exchange Act, the issuer, other than an emerging growth company, as defined in Rule 12b-2 of the
Exchange Act, must provide the registered public accounting firm’s attestation report on management’s assessment of internal
control over financial reporting in the annual report containing the disclosure required by this Item.

(e)

Changes in internal control over financial reporting. Disclose any change in the issuer’s internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of 17 CFR 240.13a-15 or 240.15d-15 that occurred during
the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s
internal control over financial reporting.

Instructions to paragraphs (b), (c), (d) and (e) of General Instruction B.(6).
1.

An issuer need not comply with paragraphs (c) and (d) of this Instruction until it either had been required to file an annual report pursuant
to the requirements of section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) for the prior fiscal year or had filed an
annual report with the Commission for the prior fiscal year. An issuer that does not comply shall include a statement in the first annual
report that it files in substantially the following form:

“This annual report does not include a report of management’s assessment regarding internal control over financial reporting
or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities
and Exchange Commission for newly public companies.”
2. The issuer must maintain evedential matter, including documentation, to provide reasonable support for management's assessment of
the effectiveness of the issuer's internal control over financial reporting.
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(7) An issuer must attach as an exhibit to an annual report filed on Form 40-F a copy of any notice required by Rule 104 of

Regulation BTR (17 CFR 245.104 of this chapter) that it sent during the past fiscal year to directors and executive officers (as
defined in 17 CFR 245.100 (d) and (h) of this chapter) concerning any equity security subject to a blackout period (as defined in
17 CFR 245.100 (c) of this chapter) under Rule 101 of this chapter). Each notice must have included the information specified
in 17 CFR 245.104 (b) of this chapter.
Note: The Commission will consider the attachment of any Rule 104 notice as an exhibit to a timely filed Form 40-F annual
report to satisfy an issuer's duty to notify the Commission of a blackout period in a timely manner. Although an issuer

need not submit a Rule 104 notice under cover of a Form 6-K, if an issuer has already submitted this notice under cover
of Form 6-K, it need not attach the notice as an exhibit to a Form 40-F annual report.
(8) (a) (1) Disclose that the registrant’s board of directors has determined that the registrant either:
(i) Has at least one audit committee financial expert serving on its audit committee; or
(ii) Does not have an audit committee financial expert serving on its audit committee.
(2) If the registrant provides the disclosure required by paragraph (8)(a)(1)(i) of this General Instruction B, it must disclose
the name of the audit committee financial expert and whether that person is independent, as that term is defined in
the listing standards applicable to the registrant if the registrant is a listed issuer, as defined in 17 CFR 240.10A-3.
If the registrant is not a listed issuer, it must use a definition of audit committee member independence of a national
securities exchange registered pursuant to section 6(a) of the Exchange Act (15 U.S.C. 78f(a)) or a national securities
association registered pursuant to section 15A(a) of the Exchange Act (15 U.S.C. 78o-3(a)) that has been approved
by the Commission (as such definition may be modified or supplemented) in determining whether its audit committee
financial expert is independent, and state which definition was used.
(3) If the registrant provides the disclosure required by paragraph (8)(a)(1)(ii) of this General Instruction B, it must explain
why it does not have an audit committee financial expert.
Note to paragraph (8)(a) of General Instruction B:

If the registrant’s board of directors has determined that the registrant has more than one audit committee financial expert serving
on its audit committee, the registrant may, but is not required to, disclose the names of those additional persons.
(b) For purposes of paragraph (8) of General Instruction B, an “audit committee financial expert” means a person who has the
following attributes:
(1) An understanding of generally accepted accounting principles and financial statements;
(2) The ability to assess the general application of such principles in connection with the accounting for estimates, accruals
and reserves;
(3) Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity
of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be
expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons
engaged in such activities;
(4) An understanding of internal controls over financial reporting;
(5) An understanding of audit committee functions.
(c) A person shall have acquired such attributes through:
(1) Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or
auditor or experience in one or more positions that involve the performance of similar functions;
(2) Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant,
auditor or person performing similar functions;
(3) Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation,
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auditing or evaluation of financial statements; or
(4) Other relevant experience.
(d) Safe Harbor
(1) A person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose,
including without limitation for purposes of section 11 of the Securities Act of 1933 (15 U.S.C. 77k), as a result of being
designated or identified as an audit committee financial expert pursuant to this paragraph (8) of General Instruction B.
(2) The designation or identification of a person as an audit committee financial expert pursuant to this paragraph (8)
of General Instruction B does not impose on such person any duties, obligations or liability that are greater than the
duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in
the absence of such designation or identification.
(3) The designation or identification of a person as an audit committee financial expert pursuant to this paragraph (8) of
General Instruction B does not affect the duties, obligations or liability of any other member of the audit committee or
board of directors.
Notes to Paragraph (8) of General Instruction B:
1. Paragraph (8) of General Instruction B applies only to annual reports, and does not apply to registration statements, on Form
40-F.
2. If a person qualifies as an audit committee financial expert by means of having held a position described in paragraph (8)(c)
(4) of General Instruction B, the registrant shall provide a brief listing of that person’s relevant experience. Such disclosure
may be made by reference to disclosures in the annual report relating to the business experience of that director.
3. In the case of a foreign private issuer with a two-tier board of directors, for purposes of this paragraph (8) of General
Instruction B, the term “board of directors” means the supervisory or non-management board. Also, the term “generally
accepted accounting principles” in paragraph (8)(b)(1) of General Instruction B means the body of generally accepted
accounting principles used by the foreign private issuer in its primary financial statements filed with the Commission.
(9) (a) Disclose whether the registrant has adopted a code of ethics that applies to the registrant’s principal executive o ff i c e r,
principal financial officer, principal accounting officer or controller, or persons performing similar functions. If the registrant
has not adopted such a code of ethics, explain why it has not done so.
(b) For purposes of this paragraph (9) of General Instruction B, the term “code of ethics” means written standards that are
reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal
and professional relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits
to, the Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules and regulations;
(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must:
(1) File with the Commission a copy of its code of ethics that applies to the registrant’s principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing similar functions, as an exhibit to its
annual report;
(2) Post the text of such code of ethics on its Internet website and disclose, in its annual report, its Internet address and the
fact that it has posted such code of ethics on its Internet website; or
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(3) Undertake in its annual report filed with the Commission to provide to any person without charge, upon request, a copy
of such code of ethics and explain the manner in which such request may be made.
(d) The registrant must briefly describe the nature of any amendment to a provision of its code of ethics that applies to the
registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (9)(b)
of General Instruction B, which has occurred during the registrant’s most recently completed fiscal year. File a copy of the
amendment as an exhibit to the annual statement.
(e) If the registrant has granted a waiver, including an implicit waiver, from a provision of the code of ethics to one of the
officers or persons described in paragraph (9)(a) that relates to one or more of the items set forth in paragraph (9)(b) of
General Instruction B during the registrant’s most recently completed fiscal year, the registrant must briefly describe the
nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver.
Notes to paragraph (9) of General Instruction B:
1. Paragraph (9) of General Instruction B applies only to annual reports, and does not apply to registration statements, on Form
40-F.
2. A registrant may have separate codes of ethics for different types of officers. Furthermore, a “code of ethics” within the
meaning of paragraph (9)(b) of this General Instruction may be a portion of a broader document that addresses additional
topics or that applies to more persons than those specified in paragraph (9)(a). In satisfying the requirements of paragraph
(9)(c), a registrant need only file, post or provide the portions of a broader document that constitutes a “code of ethics” as
defined in paragraph (9)(b) and that apply to the persons specified in paragraph (9)(a).
3. If a registrant elects to satisfy paragraph (9)(c) of this General Instruction by posting its code of ethics on its website pursuant
to paragraph (9)(c)(2), the code of ethics must remain accessible on its website for as long as the registrant remains subject
to the requirements of this paragraph (9) of General Instruction B and chooses to comply with this paragraph (9) of General
Instruction B by posting its code on its website pursuant to paragraph (9)(c)(2).
4. The registrant does not need to provide any information pursuant to paragraphs (9)(d) and (9)(e) of General Instruction B if
it discloses the required information on its Internet website within five business days following the date of the amendment
or waiver and the registrant has disclosed in its most recently filed annual report its Internet address and intention to provide
disclosure in this manner. If the registrant elects to disclose the information required by paragraphs (9)(d) and (9)(e) of
General Instruction B through its website, such information must remain available on the website for at least a 12-month
period. Following the 12-month period, the registrant must retain the information for a period of not less than five years.
Upon request, the registrant must furnish to the Commission or its staff a copy of any or all information retained pursuant
to this requirement.
5. The registrant does not need to disclose technical, administrative or other non-substantive amendments to its code of ethics.
6. For purposes of this paragraph (9) of General Instruction B:
a. The term “waiver” means the approval by the registrant of a material departure from a provision of the code of ethics;
and
b. The term “implicit waiver” means the registrant’s failure to take action within a reasonable period of time regarding a
material departure from a provision of the code of ethics that has been made known to an executive officer, as defined
in Rule 3b-7 (§240.3b-7 of this chapter), of the registrant.

(10)

Principal Accountant Fees and Services.

(1) Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional services
rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally
provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
(2) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for assurance
and related services by the principal accountant that are reasonably related to the performance of the audit or review of the
registrant’s financial statements and are not reported under paragraph B.(10)(1) of this Instruction. Registrants shall describe
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the nature of the services comprising the fees disclosed under this category.
(3) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services
rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature
of the services comprising the fees disclosed under this category.
(4) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and
services provided by the principal accountant, other than the services reported in paragraphs B.(10)(1) through B.(10)(3)
of this Instruction. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
(5) (i) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X.

(ii) Disclose the percentage of services described in each of paragraphs B.(10)(2) through B.(10)(4) of this Instruction that
were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to audit the
registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than
the principal accountant’s full-time, permanent employees.
Note to Instruction B.(10)
1. You do not need to provide the information called for by this Instruction B.(10) unless you are using this form as an annual report.
(11)

Off-balance sheet arrangements. To the extent not discussed in management’s discussion and analysis that is provided
pursuant to General Instruction B.(3) of this form, discuss the commitments or obligations, including contingent obligations,
arising from arrangements with unconsolidated entities or persons that have or are reasonably likely to have a material
current or future effect on a registrant’s financial condition, changes in financial condition, revenues or expenses, results
of operations, liquidity, cash requirements or capital resources must be provided even when the arrangement results in no
obligations being reported in the registrant’s consolidated balance sheets. Such off-balance sheet arrangements may include:
guarantees; retained or contingent interests in assets transferred; contractual arrangements that support the credit, liquidity
or market risk for transferred assets; obligations that arise or could arise from variable interests held in an unconsolidated
entity; or obligations related to derivative instruments that are both indexed to and classified in a registrant’s own equity,
or not reflected in the statement of financial position.

(12)

To the extent not discussed in management’s discussion and analysis that is provided pursuant to General Instruction B.(3)
of this form, analyze material cash requirements from known contractual and other obligations. Such disclosures must
specify the type of obligation and the relevant time period for the related cash requirements. Discussion of material cash
requirements from known contractual obligations may include, for example, lease obligations, purchase obligations, or
other liabilities reflected on the registrant’s balance sheet.

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(13)

[Reserved]

(14) Identification of the Audit Committee.
(a) If you meet the following requirements, provide the disclosure in paragraph (b) of this section:
(1) You are a listed issuer, as defined in Exchange Act Rule 10A-3 (17 CFR 240.10A-3) of this chapter;
(2) You are using this form as an annual report; and
(3) You are neither:
(i) A subsidiary of another listed issuer that is relying on the exemption in Exchange Act Rule 10A-3(c)(2) (17 CFR
240.10A-3(c)(2)); nor
(ii) Relying on any of the exemptions in Exchange Act Rule 10A-3(c)(4) through (c)(7) (17 CFR 240.10A-3(c)(4)
through (c)(7)).
(b) (1) State whether or not the registrant has a separately-designated standing audit committee established in accordance with
section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)), or a committee performing similar functions.

If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors
is acting as the registrant’s audit committee as specified in section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)
(B)), so state.
(2) If applicable, provide the disclosure required by Exchange Act Rule 10A-3(d) (17 CFR 240.10A-3(d)) regarding an
exemption from the listing standards for audit committees.

(15) Where a registrant prepares its financial statements in accordance with either generally accepted accounting principles as used
in the United States or International Financial Reporting Standards as issued by the International Accounting Standards Board, an
Interactive Data File (§232.11 of this chapter) is:

(a) Required to be submitted. Required to be submitted to the Commission in the manner provided by Rule 405 of Regulation
S-T (§232.405 of this chapter) and, to the extent submitted as an exhibit, listed as exhibit 101, if the Form 40-F is an annual report
and the registrant does not prepare its financial statements in accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).

(b) Permitted to be submitted. Permitted to be submitted to the Commission in the manner provided by Rule 405 of Regulation
S-T (§232.405 of this chapter) if the:

(i) Registrant does not prepare its financial statements in accordance with Article 6 of Regulation S-X (17 CFR 210.601 et seq.); and

(ii) Interactive Data File is not required to be submitted to the Commission under subparagraph (a) of this paragraph
B.(15).
(c) Not permitted to be submitted. Not permitted to be submitted to the Commission if the registrant prepares its financial statements
in accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).

Instruction to paragraphs B.(15)(a) and (b): When an Interactive Data File is submitted as provided by Rule 405(a)(3)(i) of Regulation
S-T (§232.405(a)(3)(i) of thischapter), the exhibit index must include the word “Inline” within the title description for any eXtensible
Business Reporting Language (XBRL)-related exhibit.

(16) Mine safety disclosure.

If the registrant is the operator, or has a subsidiary that is an operator, of a coal or other mine, include the information set forth below
for the time period covered by the annual report. In an appropriately captioned section of the annual report, provide a statement that
the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and this Item is included in a specified exhibit to the annual report. Include the following
information in an exhibit to the annual report.

(a) For each coal or other mine of which the registrant or a subsidiary of the registrant is an operator, identify the mine and disclose:
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(i) The total number of violations of mandatory health or safety standards that could significantly and substantially contribute
to the cause and effect of a coal or other mine safety or health hazard under section 104 of the Federal Mine Safety and Health Act
of 1977 (30 U.S.C. 814) for which the operator received a citation from the Mine Safety and Health Administration.

(ii) The total number of orders issued under section 104(b) of such Act (30 U.S.C. 814(b).

(iii) The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health
or safety standards under section 104(d) of such Act (30 U.S.C. 814(d)).

(iv) The total number of flagrant violations under section 110(b)(2) of such Act (30 U.S.C. 820(b)(2).

(v) The total number of imminent danger orders issued under section 107(a) of such Act (30 U.S.C. 817(a)).

(vi) The total dollar value of proposed assessments from the Mine Safety and Health Administration under such Act (30 U.S.C.
801 et seq).

Instruction to paragraph (16)(a)(vi): Registrants must provide the total dollar value of assessments proposed by MSHA relating to
any type of violation during the period covered by the report, regardless of whether the registrant has challenged or appealed the
assessment.

(vii) The total number of mining-related fatalities. Instruction to paragraph (16)(a)(vii): Registrants must report all fatalities
occurring at a coal or other mine during the period covered by the report unless the fatality has been determined by MSHA to be
unrelated to mining activity.

(b) A list of coal or other mines, of which the registrant or a subsidiary of the registrant is an operator, that receive written notice
from the Mine Safety and Health Administration of:

(i) A pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and
substantially contributed to the cause and effect of coal or other mine health or safety hazards under section 104(e) of such Act (30

U.S.C.814(e)); or

(ii) the potential to have such a pattern.
(c) Any pending legal action before the Federal Mine Safety and Health Review Commission involving such coal or other mine.

Instruction to paragraph (16)(c): The registrant must report the total number of legal actions that were pending before the Federal Mine
Safety and Health Review Commission as of the last day of the time period covered by the report, as well as the aggregate number
of legal actions instituted and the aggregate number of legal actions resolved during the reporting period. With respect to the total
number of legal actions that were pending before the Federal Mine Safety and Health Review Commission as of the last day of the
time period covered by the report, the registrant must also report the number of such legal actions that are (a) contests of citations
and orders referenced in Subpart B of 29 CFR Part 2700; (b) contests of proposed penalties referenced in Subpart C of 29 CFR Part
2700; (c) complaints for compensation referenced in Subpart D of 29 CFR Part 2700; (d) complaints of discharge, discrimination or
interference referenced in Subpart E of 29 CFR Part 2700; (e) applications for temporary relief referenced in Subpart F of 29 CFR
Part 2700; and (f) appeals of judges’ decisions or orders to the Federal Mine Safety and Health Review Commission referenced in
Subpart H of 29 CFR Part 2700.

Notes to Paragraph (16) of General Instruction B:
For purposes of this Item:
1. The term coal or other mine means a coal or other mine, as defined in section 3 of the Federal Mine Safety and Health Act of 1977 (30
U.S.C. 802), that is subject to the provisions of such Act (30 U.S.C. 801 et seq).
2. The term operator has the meaning given the term in section 3 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 802).
3. The term subsidiary has the meaning given the term in Exchange Act Rule 12b-2 (17 CFR 240.12b-2).
4. Instruction B(16) only applies to annual reports, and not to registration statements on Form 40-F.
(17) Cover Page Interactive Data File. If the Form 40-F is being used as an annual report, a Cover Page Interactive Data File (as defined
in 17 CFR 232.11) as required by Rule 406 of Regulation S-T [17 CFR 232.406], in the manner provided by the EDGAR Filer
Manual and listed as exhibit 104.
(18) Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

(a) A registrant identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)
(2)(A)) as having retained, for the preparation of 45 the audit report on its financial statements included in the Form 40-F, a registered
public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting
Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the
foreign jurisdiction must electronically submit to the Commission on a supplemental basis documentation that establishes that the
registrant is not owned or controlled by a governmental entity in the foreign jurisdiction. The registrant must submit this documentation
on or before the due date for this form. A registrant that is owned or controlled by a foreign governmental entity is not required to
12

submit such documentation.

(b) A registrant that is a foreign issuer, as defined in 17 CFR 240.3b-4, identified by the Commission pursuant to Section 104(i)(2)
(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.7214(i)(2)(A)) as having retained, for the preparation of the audit report on its
financial statements included in the Form 40-F, a registered public accounting firm that has a branch or office that is located in a
foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate
completely because of a position taken by an authority in the foreign jurisdiction, for each year in which the registrant is so identified,

must provide the below disclosures. Also, any such identified foreign issuer that uses a variable-interest entity or any similar structure
that results in additional foreign entities being consolidated in the financial statements of the registrant is required to provide the
below disclosures for itself and its consolidated foreign operating entity or entities. A registrant must disclose:

(i) That, for the immediately preceding annual financial statement period, a registered public accounting firm that the PCAOB
was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction, issued
an audit report for the registrant;

(ii) The percentage of shares of the registrant owned by governmental entities in the foreign jurisdiction in which the registrant
is incorporated or otherwise organized;

(iii) 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 registrant;

(iv) The name of each official of the Chinese Communist Party who is a member of the board of directors of the registrant or
the operating entity with respect to the registrant; and

(v) Whether the articles of incorporation of the registrant (or equivalent organizing document) contains any charter of the
Chinese Communist Party, including the text of any such charter.

Note to paragraph (18) of General Instruction B:
Instruction (B)(18) only applies to annual reports, and not to registration statements on Form 40-F.

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C. Compliance with Auditor Independence and Reconciliation Requirements
(1) The Commission’s rules on auditor independence, as codified in Section 600 of the Codification of Financial Reporting Policies,
apply to auditor reports on all financial statements that are included in this registration statement or annual report, except that
such rules do not apply with respect to periods prior to the most recent fiscal year for which financial statements are included in
a registration statement under the Securities Act filed by the issuer on Form F-8, Form F-9, Form F-10 or Form F-80 or under
the Exchange Act filed by the issuer on Form 40-F. Notwithstanding the exception in the previous sentence, such rules do apply
with respect to any periods prior to the most recent fiscal year if the issuer previously was required to file with the Commission
a report or registration statement containing an audit report on financial statements for such prior periods as to which the
Commission’s rules on auditor independence applied.
(2) Any financial statements, other than interim financial statements, included in this Form by registrants registering securities
pursuant to Section 12 of the Exchange Act or reporting pursuant to the provisions of Section 13(a) or 15(d) of the Exchange
Act must be reconciled to U.S. GAAP as required by Item 17 of Form 20-F under the Exchange Act, unless this Form is filed
with respect to a reporting obligation under Section 15(d) that arose solely as a result of a filing made on Form F-7, F-8, F-9 or
F-80, in which case no such reconciliation is required.
D. Application of General Rules and Regulations
(1) (1) Rules 12b-2, 12b-5, 12b-10, 12b-11, 12b-12, 12b-13, 12b-14, 12b-21, 12b-22, 12b-23(a), 12b-23(b), 12b-23(d), 12b-25,
12b-33 and 12b-37 under the Exchange Act shall not apply to filings on this Form. The rules and regulations applicable in the
home jurisdiction regarding the form and method of preparation of disclosure documents shall apply to filings on this Form.
Exchange Act rules and regulations other than Rules 12b-2, 12b-5, 12b-10, 12b-11, 12b-12, 12b-13, 12b-14, 12b-21, 12b-22,
12b-23(a), 12b-23(d), 12b-23(b), 12b-25, 12b-33 and 12b-37 shall apply to filings on this Form unless specifically excluded in
this Form. Pursuant to Rule 13a-3, an eligible registrant that files reports on Form 40-F and Form 6-K is deemed to satisfy the
requirements of Regulation 13A under the Exchange Act.
(2) A registration statement on this Form shall be deemed to be filed on the proper form unless objection to the Form is made by
the Commission prior to the effective date.
(3) An annual report on this Form or any amendment thereto shall be filed the same day the information included therein is due to
be filed with any securities commission or equivalent regulatory authority in Canada.
(4) A registration statement filed pursuant to Section 12 of the Exchange Act on this Form shall become effective in accordance
with Section 12(d) and Rule 12b-6 or Section 12(g)(1) of such Act, as applicable.
(5) Rule 12b-20, which provides that in addition to the information expressly required to be included in a statement or report, there
shall be added such further material information, if any, as may be necessary to make the required statements, in light of the
circumstances under which they are made, not misleading, shall apply to filings on this Form.
(6) Pursuant to Rule 12b-15, all amendments to this Form shall be filed under cover of Form 8.
(7) A filer must file the Form 40-F registration statement or annual report in electronic format via the Commission's Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR
Part 232). For assistance with EDGAR questions, call the Filer Support Office at (202) 551-8900.

If filing the Form 40-F registration statement or annual report in paper under a hardship exemption in Rule 201 or 202 of
Regulation S-T (17 CFR 232.201 or 232.202), or as otherwise permitted, a filer must file with the Commission at its principal
office five copies of the complete registration statement or annual report, including exhibits and all other documents filed as a
part of the registration statement or annual report. The filer must bind, staple or otherwise compile each copy in one or more
parts without stiff covers. The filer must further bind the registration statement or annual report on the side or stitching margin
in a manner that leaves the reading matter legible. The filer must provide three additional copies of the registration statement or
annual report without exhibits to the Commission.

(8) An electronic filer must provide the signatures required for the Form 40-F registration statement or annual report in accordance
with Regulation S-T Rule 302 (17 CFR 232.302). A paper filer must have at least one copy of the Form 40-F registration
statement or annual report signed by an officer authorized to sign the registration statement or annual report. A paper filer must
also conform the unsigned copies.
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(9) If any accountant, engineer or appraiser, or any person whose profession gives authority to a statement made by him, is named
as having prepared or certified any part of the registration statement or annual report, or is named as having prepared or certified
a report or valuation for use in connection with the registration statement or annual report, the manually signed, written consent
of such person shall be filed.

If any person is named as having prepared or certified any other report or valuation (other than a public official document or
statement) which is used in connection with the registration statement or annual report, but is not named as having prepared or
certified such report or valuation for use in connection with the registration statement or annual report, the manually signed,
written consent of such person also shall be filed unless the Commission dispenses with such filing as impracticable or as
involving undue hardship.

Any other consent required by Rule 12b-36 also shall be filed. Every amendment relating to a certified financial statement shall
include the manually signed, written consent of the certifying accountant to the use of such accountant’s certificate in connection
with the amended financial statements in the registration statement or annual report and to being named as having certified such
financial statements.

Note: The consents required by this item shall specifically indicate consent regarding use of the report or valuation in the registration
statement filed in the United States.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking

This Form shall set forth the following undertaking of the Registrant:

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions
in said securities.

B. Consent to Service of Process
(1) Registrants registering securities on this Form, and Registrants filing annual reports on this Form who have not previously filed
a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises, shall file a Form
F-X with the Commission together with this Form.
(2) Any change to the name or address of a Registrant’s agent for service shall be communicated promptly to the Commission by
amendment to Form F-X referencing the file number of the Registrant.
SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this registration statement [annual report] to be signed on its behalf by the undersigned, thereto duly authorized.
Registrant
By (Signature and Title)
Date
Instructions
A. The name and title of the officer who signs the registration statement or annual report shall be typed or printed beneath such person’s
signature. Any such person who occupies more than one position shall indicate each capacity in which the registration statement is
signed.
15

B. By signing this Form, the Registrant consents without power of revocation that any administrative subpoena may be served, or any
administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any purchases or
sales of any security registered pursuant to Form 40-F on the securities in relation to which the obligation to file an annual report on
Form 40-F arises, or transactions in said securities, may be commenced against it in any administrative tribunal or in any appropriate
court in any place subject to the jurisdiction of any state or of the United States or of the District of Columbia or Puerto Rico by
service of said subpoena or process upon the Registrant’s designated agent.

16