SEC 2285 Form 40-F

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

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FORM 40-F
[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)

SEC 2285 (1-23)

Potential persons who are to respond to the collection of information contained in
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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)
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 ☐

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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.
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether
the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a
recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to §240.10D-1(b).
☐

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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 the Registrant filed a Form F-9 with the
Commission on or before December 30, 2012.
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
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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:

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(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.
(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.

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(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.
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 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(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

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(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):
(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the issuer's internal control over financial reporting.

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.
(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
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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.

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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 evidential matter, including documentation, to provide reasonable
support for management's assessment of the effectiveness of the issuer's internal control
over financial reporting.
(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
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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;

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(3)

Experience overseeing or assessing the performance of companies or public
accountants with respect to the preparation, 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 officer, 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.
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(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
(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.

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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 nonsubstantive 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.

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(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 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
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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
(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.

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(2) If applicable, provide the disclosure required by Exchange Act Rule 10A3(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 210.6- 01 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
this chapter), 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
(i) The total number of violations of mandatory health or safety standards
that could significantly and substantially contribute to the cause and
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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
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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 the audit report on its financial statements included in the Form 40F, 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

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the due date for this form. A registrant that is owned or controlled by a foreign
governmental entity is not required to 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 40F.
(19) Recovery of erroneously awarded compensation.
(a) A registrant that at any time during its last completed fiscal year had a class of
securities listed on a national securities exchange registered pursuant to section 6
of the Exchange Act (15 U.S.C. 78f) or a national securities association registered
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pursuant to section 15A of the Exchange Act (15 U.S.C. 78o-3) must file as
exhibit 97 to its annual report on Form 40-F the compensation recovery policy
required by the applicable listing standards adopted pursuant to 17 CFR 240.10D1.
(b) If at any time during or after the last completed fiscal year the registrant was
required to prepare an accounting restatement that required recovery of
erroneously awarded compensation pursuant to the registrant’s compensation
recovery policy required by the listing standards adopted pursuant to 17 CFR
240.10D-1, or there was an outstanding balance as of the end of the last
completed fiscal year of erroneously awarded compensation to be recovered from
the application of the policy to a prior restatement, the registrant must, in its
annual report on Form 40-F, provide the following information:
(1) For each restatement:
(i) The date on which the registrant was required to prepare an accounting
restatement;
(ii) The aggregate dollar amount of erroneously awarded compensation
attributable to such accounting restatement, including an analysis of how
the amount was calculated;
(iii) If the financial reporting measure as defined in 17 CFR 10D-1(d) related
to a stock price or total shareholder return metric, the estimates that were
used in determining the erroneously awarded compensation attributable
to such accounting restatement and an explanation of the methodology
used for such estimates;
(iv) The aggregate dollar amount of erroneously awarded compensation that
remains outstanding at the end of the last completed fiscal year; and
(v) If the aggregate dollar amount of erroneously awarded compensation has
not yet been determined, disclose this fact, explain the reason(s) and
disclose the information required in (ii) through (iv) in the next filing
that is subject to this paragraph 19;
(2) If recovery would be impracticable pursuant to 17 CFR 240.10D-1(b)(1)(iv),
for each current and former named executive officer and for all other current
and former executive officers as a group, disclose the amount of recovery
forgone and a brief description of the reason the listed registrant decided in
each case not to pursue recovery; and
(3) For each current and former named executive officer from whom, as of the
end of the last completed fiscal year, erroneously awarded compensation had
been outstanding for 180 days or longer since the date the registrant
determined the amount the individual owed, disclose the dollar amount of

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outstanding erroneously awarded compensation due from each such
individual.
(c) If at any time during or after its last completed fiscal year the registrant was
required to prepare an accounting restatement, and the registrant concluded that
recovery of erroneously awarded compensation was not required pursuant to the
registrant’s compensation recovery policy required by the listing standards
adopted pursuant to 17 CFR 240.10D-1, briefly explain why application of the
recovery policy resulted in this conclusion;
(d) The information must appear with, and in the same format as generally required
for, the rest of the disclosure required to be provided pursuant to General
Instruction B, is required only in annual reports and does not apply to registration
statements on Form 40-F, and will not be deemed to be incorporated by reference
into any filing under the Securities Act, except to the extent that the listed
registrant specifically incorporates it by reference; and
(e) The disclosure must be provided in an Interactive Data File in accordance with
Rule 405 of Regulation S-T and the EDGAR Filer Manual.
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)

Rules 12b-2, 12b-5, 12b-10, 12b-11, 12b-12, 12b-13, 12b-14, 12b-21, 12b-22, 12b23(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
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apply to filings on this Form. Exchange Act rules and regulations other than Rules 12b2, 12b-5, 12b-10, 12b-11, 12b-12, 12b-13, 12b-14, 12b-21, 12b-22, 12b-23(a), 12b23(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

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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
(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 FX 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.
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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.

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.

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