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pdfUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________________________________________________________________________________________
(Exact name of Registrant as specified in its charter)
____________________________________________________________________________________________________________
(Translation of Registrant’s name into English)
___________________________________
(State or other jurisdiction of
incorporation or organization)
___________________________________
(Primary Standard Industrial
Classification Code Number)
_______________________________
(I.R.S. Employer
Identification No.)
____________________________________________________________________________________________________________
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
____________________________________________________________________________________________________________
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: _________________________________________________________
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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 7(a)(2)(B) of the Securities 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.
SEC 1981 (01-22)
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
GENERAL INSTRUCTIONS
I.
Eligibility Requirements for Use of Form F-1
A.
Form F-1 shall be used for registration under the Securities Act of 1933 (“Securities Act”) of securities of all foreign private issuers
as defined in Rule 405 (§230.405 of this chapter) for which no other form is authorized or prescribed.
In addition, this form shall not be used for an offering of asset-backed securities, as defined in 17 CFR 229.1101.
B.
If a registrant is a majority-owned subsidiary, which does not itself meet the conditions of these eligibility requirements, it shall
nevertheless be deemed to have met such conditions if its parent meets the conditions and if the parent fully guarantees the securities
being registered as to principal and interest. Note: In such an instance the parent-guarantor is the issuer of a separate security
consisting of the guarantee which must be concurrently registered but may be registered on the same registration statement as are
the guaranteed securities. Both the parent-guarantor and the subsidiary shall each disclose the information required by this Form
as if each were the only registrant except that if the subsidiary will not be eligible to file annual reports on Form 20-F after the
effective date of the registration statement, then it shall disclose the information specified in Forms S-1 (§239.11 of this chapter).
Rule 3-10 of Regulation S-X (§210.3-10 of this chapter) specifies the financial statements required.
II.
Application of General Rules and Regulations
A.
Attention is directed to the General Rules and Regulations under the Securities Act, particularly Regulation C (§230.400 et seq. of
this chapter) thereunder. That Regulation contains general requirements regarding the preparation and filing of registration statements.
B.
Attention is directed to Regulation S-K (§229.22 of this chapter) and Form 20-F (§249.220f of this chapter) for the requirements
applicable to the content of registration statements under the Securities Act. Where this Form directs the registrant to furnish
information required by Regulation S-K or Form 20-F and the item of Regulation S-K or Form 20-F so provides, information need
only be furnished to the extent appropriate.
C.
A registrant must file the Form F-1 registration statement in electronic format via the Commission’s Electronic Data Gathering
and Retrieval System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR part 232), except that
a registrant that has obtained a hardship exception under Regulation S-T Rule 201 or 202 (17 CFR 232.201 or 232.202) may file
the registration statement in paper. For assistance with EDGAR questions, call the Filer Support Office at (202) 551-8900.
III. Exchange Offers
If any of the securities being registered are to be offered in exchange for securities of any other issuer the prospectus shall also
include the information which would be required by Item 11 if the securities of such other issuer were registered on this Form. If such
other issuer is not eligible to use this Form F-1, then the prospectus shall include the information which would be required by Item 11 of
Form S-1 (§239.11 of this chapter) if the securities of such other issuer were being registered on Form S-1. There shall also be included the
information concerning such securities of such other issuer which would be called for by Item 9 if such securities were being registered.
In connection with this instruction, reference is made to Rule 409 (§229.501 of this chapter).
IV.
Roll-up Transactions
If the securities to be registered on this Form will be issued in a roll-up transaction as defined in Item 901(c) of Regulation S-K (17
CFR 229.901(c)), attention is directed to the requirements of Form S-4 applicable to roll-up transactions, including, but not limited to,
General Instruction I.
V.
Registration of Additional Securities
With respect to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act, the registrant
may file a registration statement consisting only of the following: the facing page; a statement that the contents of the earlier registration
statement, identified by file number, are incorporated by reference; required opinions, consents, and filing fee-related information;
the signature page; and any price-related information omitted from the earlier registration statement in reliance on Rule 430A that the
registrant chooses to include in the new registration statement. The information contained in such a Rule 462(b) registration statement
shall be deemed to be a part of the earlier registration statement as of the date of effectiveness of the Rule 462(b) registration statement.
Any opinion or consent required in the Rule 462(b) registration statement may be incorporated by reference from the earlier registration
statement with respect to the offering, if: (i) such opinion or consent expressly provides for such incorporation; and (ii) such opinion
relates to the securities registered pursuant to Rule 462(b). See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].
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VI. Eligibility to Use Incorporation by Reference
If a registrant meets the following requirements immediately prior to the time of filing a registration statement on this Form, it may
elect to provide information required by Item 3 and Item 4 of this Form in accordance with Item 4A and Item 5 of this Form. Notwithstanding the foregoing, in the financial statements, incorporating by reference or cross-referencing to information outside of the financial statements is not permitted unless otherwise specifically permitted or required by the Commission’s rules or by U.S. Generally
Accepted Accounting Principles or International Financial Reporting Standards as issued by the International Accounting Standards
Board, whichever is applicable.
A. The registrant is subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (“Exchange Act”);
B. The registrant has filed all reports and other materials required to be filed by Section 13(a) 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 materials);
C. The registrant has filed an annual report required under Section 13(a) or 15(d) of the Exchange Act for its most recently
completed fiscal year;
D. The registrant is not:
1. And during the past three years neither the registrant nor any of its predecessors was:
(a) A blank check company as defined in Rule 419(a)(2) (§230.419(a)(2) of this chapter);
(b) A shell company, other than a business combination related shell company, each as defined in Rule 405
(§230.405 of this chapter); or
(c) A registrant for an offering of penny stock as defined in Rule 3a51-1 of the Exchange Act (§240.3a51-1
of this chapter);
2. Registering an offering that effectuates a business combination transaction as defined in Rule 165(f)(1)
(§230.165(f)(1) of this chapter);
E. If a registrant is a successor registrant it shall be deemed to have satisfied conditions A., B., C., and D.2. above if:
1. Its predecessor and it, taken together, do so, provided that the succession was primarily for the purpose of changing the state or other jurisdiction of incorporation of the predecessor or forming a holding company and that the assets and liabilities of
the successor at the time of succession were substantially the same as those of the predecessor; or
succession; and
2. All predecessors met the conditions at the time of succession and the registrant has continued to do so since the
F. The registrant makes its reports filed pursuant to Sections 13 or 15(d) of the Exchange Act that are incorporated by reference pursuant to Item 4A or Item 5 of this Form readily available and accessible on a Web site maintained by or for the registrant
and containing information about the registrant.
PART I — INFORMATION REQUIRED IN PROSPECTUS
Item 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus.
Set forth in the forepart of the registration statement and on the outside front cover page of the prospectus the information required by
Item 501 of Regulation S-K (§229.501 of this chapter).
Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
Set forth on the inside front cover page of the prospectus or, where permitted, on the outside back cover page the information required
by Item 502 of Regulation S-K (§229.502 of this chapter).
Item 3.
Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.
Furnish the information required by Items 105 and 503 of Regulation S-K (§ 229.105 and § 229.503 of this chapter).
Item 4.
Information with Respect to the Registrant and the Offering.
3
Furnish the following information with respect to the Registrant.
a.
Information required by Part I of Form 20-F.
b.
Information required by Item 18 of Form 20-F (Schedules required under Regulation S-X shall be filed as “Financial Statement
Schedules Pursuant to Item 8, Exhibit and Financial Statement Schedules, of this Form), as well as any information required
by Rule 3-05 and Article 11 of Regulation S-X (part 210 of this chapter).
c. [Reserved]
d. Information required by Item 16F of Form 20-F.
e. State that the SEC maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the address of that site (http://www.sec.gov). Disclose your
Internet address, if available.
Item 4A. Material Changes.
(a) If the registrant elects to incorporate information by reference pursuant to General Instruction VI., describe any and all material
changes in the registrant’s affairs which have occurred since the end of the latest fiscal year for which audited financial
statements were included in accordance with Item 5 of this Form and which have not been described in a report on Form 6-K, Form
10-Q or Form 8-K filed under the Exchange Act and incorporated by reference pursuant to Item 5 of this Form.
(b)1. Include in the prospectus contained in the registration statement, if not included in the reports filed under the Exchange Act
which are incorporated by reference into the prospectus contained in the registration statement pursuant to Item 5:
i. Information required by Rule 3-05 and Article 11 of Regulation S-X (§210.3-05 and §210.11 et seq. of this
chapter);
ii. Restated financial statements if there has been a change in accounting principles or a correction of an error where
such change or correction requires material retroactive restatement of financial statements;
iii. Restated financial statements where a combination of entities under common control has been consummated sub-
sequent to the most recent fiscal year and the transferred businesses, considered in the aggregate, are significant
under Rule 11-01(b) (§ 210.11-01(b) of this chapter); or
iv. Any financial information required because of a material disposition of assets outside the normal course of
business.
2. If the financial statements included in this registration statement in accordance with Item 5 are not sufficiently current to comply
with the requirements of Item 8.A of Form 20-F, financial statements necessary to comply with that Item shall be presented:
i. Directly in the prospectus;
ii. Through incorporation by reference and delivery of a Form 6-K identified in the prospectus as containing such
iii. Through incorporation by reference of an amended Form 20-F, Form 40-F, or Form 10-K, in which
case the prospectus shall disclose that the Form 20-F, Form 40-F, or Form 10-K has been so amended.
Instruction. Financial statements or information required to be furnished by this Item shall be reconciled pursuant to Item 18 of Form
20-F.
Item 5. Incorporation of Certain Information by Reference.
If the registrant elects to incorporate information by reference pursuant to General Instruction VI.:
(a) It must specifically incorporate by reference into the prospectus contained in the registration statement the following
documents by means of a statement to that effect in the prospectus listing all such documents:
1. The registrant’s latest annual report on Form 20-F, Form 40-F or Form 10-K filed under the Exchange Act.
2. Any report on Form 10-Q or Form 8-K filed since the date of filing of the annual report. The registrant may also
incorporate by reference any Form 6-K meetingthe requirements of this Form.
Note to Item 5(a). Attention is directed to Rule 439 (§230.439) regarding consent to use of material incorporated by reference.
(b)1. The registrant must state:
i. That it will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of
4
any or all of the reports or documents that have been incorporated by reference in the prospectus contained in the
registration statement but not delivered with the prospectus;
ii. That it will provide these reports or documents upon written or oral request;
iii. That it will provide these reports or documents at no cost to the requester;
iv. The name, address, telephone number, and e-mail address, if any, to which the request for these reports or
documents must be made; and
v. The registrant’s Web site address, including the uniform resource locator (URL) where the incorporated reports
and other documents may be accessed.
Note to Item 5.(b)1. If the registrant sends any of the information that is incorporated by reference in the prospectus contained in the
registration statement to security holders, it also must send any exhibits that are specifically incorporated by reference in that information.
2. The registrant must:
i. Identify the reports and other information that it files with the SEC; and
ii. State that the SEC maintains an Internet site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC and state the address of that site
(http://www.sec.gov).
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6.
Indemnification of Directors and Officers.
Furnish the information required by Item 702 of Regulation S-K.
Item 7.
Recent Sales of Unregistered Securities.
Furnish the information required by Item 701 of Regulation S-K.
Item 8.
Exhibits and Financial Statement Schedules.
a.
Subject to the rules regarding incorporation by reference, furnish the exhibits required by Item 601 of Regulation S-K.
b.
Furnish financial statement schedules required by Regulation S-X and Item 4(b) of this Form. These schedules shall be lettered
or numbered in the manner described for exhibits in paragraph (a).
c.
Furnish the following information, in substantially the tabular form indicated, as to each type and class of securities being
registered in the manner required by Item 601(b)(107) of Regulation S-K.
5
Calculation of Filing Fee Tables
…………..
(Form Type)
……………………………………………………..…
(Exact Name of Registrant as Specified in its Charter)
…………………………………………………
(Translation of Registrant’s Name into English)
Table 1: Newly Registered and Carry Forward Securities
Security
Type
Security
Class
Title
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount of
Registration
Fee
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
effective
date
Filing Fee
Previously
Paid In
Connection with
Unsold
Securities
to be
Carried
Forward
X
X
X
X
Newly Registered Securities
Fees to Be Paid
X
X
X
X
X
X
Fees Previously
Paid
X
X
X
X
X
X
X
X
X
Carry Forward Securities
Carry Forward
Securities
X
X
X
X
X
Total Offering Amounts
X
X
Total Fees Previously Paid
X
Total Fee Offsets
X
Net Fee Due
X
Table 2: Fee Offset Claims and Sources
Registrant
or Filer
Name
Form
or
Filing
Type
File
Number
Initial
Filing
Date
Filing
Date
Fee Offset
Claimed
Security
Type
Associated
with Fee
Offset
Claimed
Security
Title
Associated
with Fee
Offset
Claimed
Unsold
Securities
Associated
with Fee
Offset
Claimed
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
Fee Paid
with Fee
Offset
Source
Rules 457(b) and 0-11(a)(2)
Fees Offset
Claims
Fees Offset
Sources
X
X
X
X
X
X
X
X
X
Rule 457(p)
Fee Offset
Claims
X
X
X
Fees Offset
Sources
X
X
X
X
X
X
X
X
X
X
X
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Table 3: Combined Prospectuses
Security Type
Security Class Title
Amount of Securities
Previously Registered
Maximum Aggregate
Offering Price of
Securities
Previously Registered
Form
Type
File
Number
Initial Effective
Date
X
X
X
X
X
X
X
Instructions to the Calculation of Filing Fee Tables and Related Disclosure
(“Instructions”):
1. General Requirements.
A. Applicable Table Requirements.
The “X” designation indicates the information required to be disclosed, as applicable, in tabular format. Add as
many rows of each table as necessary.
B. Security Types.
i. For securities that are initially being registered, choose a security type permitted to be registered on this form from
the following list of security types to respond to the applicable table requirement:
a. Asset-Backed Securities;
b. Debt;
c. Debt Convertible into Equity;
d. Equity;
e. Exchange-Traded Vehicle Securities;
f. Face Amount Certificates;
g. Limited Partnership Interests;
h. Mortgage Backed Securities;
i. Non-Convertible Debt;
j. Other; and
k. Unallocated (Universal) Shelf.
ii. When a table requires both security type and title of each class of securities, choose a security type from the list
in Instruction 1.B.i and provide this information for each unique combination of security type and title of each class of securities. For
example, it would be appropriate to provide the following on separate lines of Table 1:
Equity
Class A Preferred Shares
Equity
Class B Preferred Shares
C. Fee Rate.
For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
D. Explanations.
If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in each table, including references to the provisions of Rule 457 (§230.457 of this chapter)
and any other rule being relied upon. All disclosure these Instructions require that is not specifically required to be presented in tabular
format must appear in narrative format immediately after the table(s) to which it corresponds.
2. Table 1: Newly Registered and Carry Forward Securities Table and Related
Disclosure.
A. Newly Registered Securities.
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For securities that are initially being registered on this form, provide the following information.
i. Fees to Be Paid and Fees Previously Paid.
a. Fees to Be Paid.
Provide the information Table 1 requires under the heading “Newly Registered Securities” for the line item “Fees to
Be Paid” for securities to be registered for which filing fees have not already been paid in connection with the initial filing of this form
or a pre-effective amendment.
b. Fees Previously Paid.
Provide the information Table 1 requires under the heading “Newly Registered Securities” for the line item “Fees
Previously Paid” for securities to be registered for which filing fees have already been paid in connection with the initial filing of this
form or a pre-effective amendment.
ii. Fee Calculation or Carry Forward Rules
a. Rule 457(a).
For a fee calculated as specified in Rule 457(a) (§230.457(a) of this chapter), enter “457(a)”.
b. Rule 457(f).
For a fee calculated as specified in Rule 457(f) (§230.457(f) of this chapter), enter “457(a)” “457(o) or “Other,” as
applicable.
Separately disclose the amount and value of securities to be received by the registrant or cancelled upon the issuance
of securities registered on this Form, and explain how the value was calculated in accordance with Rule 457(f)(1) and (2), as applicable. The explanation must include the value per share of the securities to be received by the registrant or cancelled upon the issuance
of securities registered on this Form. Also disclose any amount of cash to be paid by the registrant in connection with the exchange or
other transaction, and any amount of cash to be received by the registrant in connection with the exchange or other transaction. In
accordance with Rule 457(f)(3), to determine the maximum aggregate offering price for such a transaction, the registrant should deduct any amount of cash to be paid by the registrant in connection with the exchange or other transaction from, and add any amount of
cash to be received by the registrant in connection with the exchange or other transaction to, the value of the securities to be received
or cancelled as calculated in accordance with Rule 457(f)(1) and (2), as applicable. Omit from the table the maximum offering price
per unit.
c. Rule 457(o).
If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter) to register securities on this Form by
maximum aggregate offering price, enter “457(o)”. You may omit from any such row the Amount Registered and the Proposed Maximum Offering Price Per Unit.
d. Rule 457(u).
If an offering of an indeterminate amount of exchange-traded vehicle securities is being registered, enter “457(u)”.
Separately, state that the registration statement covers an indeterminate amount of securities to be offered or sold and that the filing fee
will be calculated and paid in accordance with Rule 456(d) and Rule 457(u) (§ 230.456(d) and § 230.457(u) of this chapter).
e. Other.
If relying on a rule other than Rule 457(a), (f), (o), or (u) enter “Other”.
iii. Other Tabular Information.
Provide the following information in the table for each unique combination of security type and title of each class of securities to be registered as applicable:
a. The security type of the class of securities to be registered;
b. The title of the class of securities to be registered;
c. The amount of securities being registered expressed in terms of the number of securities, proposed maximum offering price per unit and resulting proposed maximum aggregate offering price, or, if the related filing fee is calculated in reliance on
Rule 457(o), the proposed maximum aggregate offering price;
d. The fee rate; and
e. The registration fee.
iv. Pre-Effective Amendments.
If a pre-effective amendment is filed to concurrently (i) increase the amount of securities of one or more registered classes
or add one or more new classes of securities; and (ii) decrease the amount of securities of one or more registered classes, a registrant
that did not rely on Rule 457(o) to calculate the filing fee due for the initial filing or latest pre-effective amendment to such filing may
recalculate the total filing fee due for the registration statement in its entirety and claim an offset pursuant to Rule 457(b) in the amount
8
of the filing fee previously paid in connection with the registration statement. This recalculation procedure is not available, however, if
a pre-effective amendment is filed only to increase the amount of securities of one or more registered classes or add one or more new
classes. A pre-effective amendment that uses this recalculation procedure must include the revised offering amounts as securities to be
registered for which filing fees have not already been paid in connection with the initial filing of this form or a pre-effective amendment for purposes of Table 1. If you use this recalculation procedure, separately disclose that you are using it and expressly reference
this Instruction 2.A.iv.
B. Carry Forward Securities.
If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this chapter) to carry forward to this registration
statement unsold securities from an earlier registration statement, enter “415(a)(6)” in the table and provide, in a separate row for each
registration statement from which securities are to be carried forward, and for each unique combination of security type and title of
each class of securities to be carried forward, the following information:
i. The security type of the class of securities to be carried forward;
ii. The title of the class of securities to be carried forward;
iii. The amount of securities being carried forward expressed in terms of the number of securities (under the column
heading “Amount Registered”) and the amount of the maximum aggregate offering price, as specified in the fee table of the earlier filing, associated with those securities (under the column heading “Maximum Aggregate Offering Price”) or, if the related filing fee was
calculated in reliance on Rule 457(o), the amount of securities carried forward expressed in terms of the maximum aggregate offering
price (under the column heading “Maximum Aggregate Offering Price”);
iv. The form type, file number, and initial effective date of the earlier registration statement from which the securities
are to be carried forward; and
v. The filing fee previously paid in connection with the registration of the securities to be carried forward.
C. Totals.
i. Total Offering Amounts.
Provide the sum of the maximum aggregate offering price for both the newly registered and carry forward securities
and the aggregate registration fee for the newly registered securities.
ii. Total Fees Previously Paid.
Provide the aggregate of registration fees previously paid for the newly registered securities.
iii. Total Fee Offsets.
Provide the aggregate of the fee offsets that are claimed in Table 2 pursuant to Instruction 3.
iv. Net Fee Due
Provide the difference between (a) the aggregate registration fee for the newly registered securities from the Total
Offering Amounts row; and (b) the sum of (i) the aggregate of registration fees previously paid for the newly registered securities from
the Total Fees Previously Paid row; and (ii) the aggregate fee offsets claimed from the Total Fee Offsets row.
3. Table 2: Fee Offset Claims and Sources.
A. Terminology.
For purposes of this Instruction 3 and Table 2, the term “submission” means any (i) initial filing of, or amendment
(pre-effective or post-effective), to a fee-bearing document; or (ii) fee-bearing form of prospectus filed under Rule 424 under the
Securities Act (§230.424 of this chapter), in all cases that was accompanied by a contemporaneous fee payment. For purposes of these
instructions to Table 2, a contemporaneous fee payment is the payment of a required fee that is satisfied through the actual transfer of
funds, and does not include any amount of a required fee satisfied through a claimed fee offset. Instructions 3.B.ii and 3.C.ii require
a filer that claims a fee offset under Rule 457(b) or (p) under the Securities Act (§230.457(b) or (p) of this chapter) or Rule 0-11(a)(2)
under the Exchange Act (§240.0-11(a)(2) of this chapter) to identify previous submissions with contemporaneous fee payments that
are the original source to which the fee offsets claimed on this filing can be traced. See Instruction 3.D for an example.
B. Rules 457(b) and 0-11(a)(2).
If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by amounts paid in
connection with earlier filings (other than this Form F-1 unless pursuant to Instruction 2.A.iv) relating to the same transaction, provide
the following information:
i. Fee Offset Claims.
For each earlier filed Securities Act registration statement or Exchange Act document relating to the same transaction from which a fee offset is being claimed, provide the information that Table 2 requires under the heading “Rules 457(b) and
0-11(a)(2)” for the line item “Fee Offset Claims”. The “Fee Offset Claimed” column requires the dollar amount of the previously paid
filing fee to be offset against the currently due fee.
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Note to Instruction 3.B.i.
If claiming an offset from a Securities Act registration statement, provide a detailed explanation of the basis for the claimed offset.
ii. Fee Offset Sources.
With respect to amounts claimed as an offset under Rule 457(b) or Rule 0-11(a)(2), identify those submissions with
contemporaneous fee payments that are the original source to which those amounts can be traced. For each submission identified, provide the information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the line item “Fee Offset Sources”. The
“Fee Paid with Fee Offset Source” column requires the dollar amount of the contemporaneous fee payment made with respect each
identified submission that is the source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
C. Rule 457(p).
If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter) to offset some or all of the filing fee
due on this registration statement with the filing fee previously paid for unsold securities under an earlier filed registration statement,
provide the following information:
i. Fee Offset Claims.
For each such earlier filed registration statement from which the registrant is claiming a filing fee offset, provide the
information Table 2 requires under the heading “Rule 457(p)” for the line item “Fee Offset Claims”. The “Fee Offset Claimed” column
requires the dollar amount of the previously paid filing fee to be offset against the currently due fee.
Notes to Instruction 3.C.i.
1. Provide a statement that the registrant has either withdrawn each prior registration statement or has terminated or completed any
offering that included the unsold securities under the prior registration statements.
2. If you were not the registrant under the earlier registration statements, entering information under the heading “Rule 457(p)” pursuant to Instruction 3.C.i affirms that you are that registrant’s successor, majority-owned subsidiary, or parent owning more than 50%
of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions of “successor” and “majorityowned subsidiary” in Rule 405 under the Securities Act (§230.405 of this chapter).
ii. Fee Offset Sources.
With respect to amounts claimed as an offset under Rule 457(p), identify those submissions with contemporaneous
fee payments that are the original source to which those amounts can be traced. For each submission identified, provide the information Table 2 requires under the heading “Rule 457(p)” for the line item “Fee Offset Sources”. The “Fee Paid with Fee Offset Source”
column requires the dollar amount of the contemporaneous fee payment made with respect to each identified submission that that is
the source of the fee offset claimed pursuant to Rule 457(p).
D. Fee Offset Source Submission Identification Example.
A filer:
• Initially files a registration statement on Form F-1 on 1/15/20X1 (assigned file number 333-123456) with a fee
payment of $10,000;
• Files pre-effective amendment number 1 to the Form F-1 (333-123456) on 2/15/20X1 with a fee payment of
$15,000 and the registration statement goes effective on 2/20/20X1;
• Initially files a registration statement on Form F-1 on 1/15/20X4 (assigned file number 333-123467) with a fee
payment of $25,000 and relies on Rule 457(p) to claim an offset of $10,000 related to the unsold securities registered on the previously
filed Form F-1 (333-123456) and apply it to the $35,000 filing fee due and the registration statement goes effective on 2/15/20X4.
• Initially files a registration statement on Form F-1 (assigned file number 333-123478) on 1/15/20X7 with a fee
payment of $15,000 and relies on Rule 457(p) to claim an offset of $30,000 related to the unsold securities registered on the most
recently effective Form F-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing fee due.
For the registration statement on Form F-1 with file number 333-123478 filed on 1/15/20X7, the filer can satisfy the submission identification requirement when it claims the $30,000 fee offset from the Form F-1 (333-123467) filed on 1/15/20X4 by referencing any combination of the Form F-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment to the Form F-1 (333-123456)
filed on 2/15/20X1 or the initial filing of the Form F-1 (333-123456) on 1/15/20X1 in relation to which contemporaneous fee payments were made equal to $30,000.
One example could be:
• the Form F-1 (333-123467) filed on 1/15/20X4 in relation to the payment of $25,000 made with that submission;
and
• the pre-effective amendment to the Form F-1 (333-123456) filed on 2/15/20X1 in relation to the payment of $5,000
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out of the payment of $15,000 made with that submission (it would not matter if the filer cited to this pre-effective amendment and/or
the initial submission of this Form F1 (333-123456) on 1/15/20X1 as long as singly or together they were cited
as relating to a total of $5,000 in this example).
In this example, the filer could not satisfy the submission identification requirement solely by citing to the Form F-1 (333123467) filed on 1/15/20X4 because even though the offset claimed and available from that filing was $30,000, the contemporaneous
fee payment made with that filing ($25,000) was less than the offset being claimed. As a result, the filer must also identify a prior
submission or submissions with an aggregate of contemporaneous fee payment(s) of $5,000 as the original source(s) to which the rest
of the claimed offset can be traced.
4. Table 3: Combined Prospectuses.
If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§230.429 of this chapter), provide
the information that Table 3 requires for each earlier effective registration statement that registered securities that may be offered and
sold using the combined prospectus. Include a separate row for each unique combination of security type and title of each class of
those securities. The amount of securities previously registered that may be offered and sold using the combined prospectus must be
expressed in terms of the number of securities (under column heading “Amount of Securities Previously Registered”), or, if the related
filing fee was calculated in reliance on Rule 457(o), must be expressed in terms of the maximum aggregate offering price (under column heading “Maximum Aggregate Offering Price of Securities Previously Registered”)”.
Note to Instruction 4.
Table 1 should not include the securities registered on an earlier effective registration statement that may be offered and sold using the
combined prospectus under Rule 429.
Item 9. Undertakings.
Furnish the undertakings required by Item 512 of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of ______________ , State of _____________ on ________________ , 20 ________.
(Registrant)_______________________________________________________________________________________
By (Signature and Title)_________________________________________________________________________________________
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
(Signature__________________________________________________________________________________
(Title) ____________________________________________________________________________________
(Date) _______________________________________________________________________________________________________
Instructions
1.
The registration statement shall be signed by the registrant, its principal executive officer or officers, its principal financial officer,
its controller or principal accounting officer, at least a majority of the board of directors or persons performing similar functions,
and its authorized representative in the United States. Where the registrant is a limited partnership, the registration statement shall
be signed by a majority of the board of directors of any corporate general partner signing the registration statement.
2.
The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any person who
occupies more than one of the specified positions shall indicate each capacity in which he signs the registration statement. Attention
is directed to Rule 402 concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers
of attorney.
INSTRUCTIONS AS TO SUMMARY PROSPECTUSES
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1.
A summary prospectus used pursuant to Rule 431 (§230.431 of this chapter), shall at the time of its use contain such of the information
specified below as is then included in the registration statement. All other information and documents contained in the registration
statement may be omitted.
(a)
As to Item 1, the aggregate offering price to the public, the aggregate underwriting discounts and commissions and the offering
price per unit to the public;
(b)
As to Item 2, a statement concerning the enforceability of civil liabilities against foreign persons [Item 502(f) of Regulation
S-K (§229.502 of this chapter)];
(c) i.
(d)
a brief statement of the principal purposes for which the proceeds are to be used;
ii.
a statement as to the amount of the offering, if any, to be made for the account of security holders;
iii.
the name of the managing underwriter or underwriters and a brief statement as to the nature of the underwriter’s obligation to
take the securities; if any securities to be registered are to be offered otherwise than through underwriters, a brief statement
as to the manner of distribution; and, if securities are to be offered otherwise than for cash, a brief statement as to the
general purposes of the distribution, the basis upon which the securities are to be offered, the amount of compensation and
other expenses of distribution, and by whom they are to be borne;
iv.
a brief statement as to dividend rights, voting rights, conversion rights, interest, maturity, exchange controls, tax treaties,
limitations on ownership or voting;
v.
As to Item 4, a brief statement of the general character of the business done and intended to be done, the Selected Financial
Data (Item 3.A of Form 20-F ( 249.220f of this chapter) ) and a brief statement of the nature and present status of any
material pending legal proceedings; and
A tabular presentation of notes payable, long term debt, deferred credits, minority interests, if material, and the equity section
of the latest balance sheet filed, as may be appropriate.
2.
The summary prospectus shall not contain a summary or condensation of any other required financial information except as provided
above.
3.
Where securities being registered are to be offered in exchange for securities of any other issuer, the summary prospectus also shall
contain that information specified in paragraphs 1.(c)(iv) and 1.(c)(v) above which would be required if the securities of such other
issuer were registered on this Form or Form S-1 according to General Instruction III.
4.
The Commission may, upon request of the registrant, and where consistent with the protection of investors, permit the omission of
any of the information herein required or the furnishing in substitution thereof of appropriate information of comparable character.
The Commission may also require the inclusion of other information in addition to, or in substitution for, the information herein
required in any case where such information is necessary or appropriate for the protection of investors.
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| File Type | application/pdf |
| File Title | Form F-1 |
| File Modified | 2023-05-16 |
| File Created | 2022-02-18 |