Form SEC 1852 SEC 1852 Form 20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F

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(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from

to

Commission file number
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)

SEC 1852 (07-24)

Potential persons who are to 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.

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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)

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 if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.
☐ Yes ☐ No
If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☐ No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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

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of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
☐ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer, "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐
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).
☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:
U.S. GAAP ☐

International Financial Reporting Standards as issued by
the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.
Item 17 ☐
Item 18 ☐

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If this is an annual report, indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☐ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required
to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No

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GENERAL INSTRUCTIONS
A.

B.

Who May Use Form 20-F and When It Must be Filed.
(a)

Any foreign private issuer, other than an asset-backed issuer (as defined in 17 CFR
229.1101), may use this Form as a registration statement under Section 12 of the
Securities Exchange Act of 1934 (referred to as the Exchange Act) or as an annual or
transition report filed under Section 13(a) or 15(d) of the Exchange Act. A transition
report is filed when an issuer changes its fiscal year end. The term “foreign private
issuer” other than an asset-backed issuer (as defined in 17 CFR 229.1101) is defined
in Rule 3b-4 under the Exchange Act.

(b)

A foreign private issuer must file its annual report on this Form within the four
months after the end of the fiscal year covered by the report.

(c)

A foreign private issuer filing a transition report on this Form must file its report in
accordance with the requirements set forth in Rule 13a-10 or Rule 15d-10 under the
Exchange Act that apply when an issuer changes its fiscal year end.

(d)

A foreign private issuer that was a shell company, other than a business combination
related shell company, as those terms are defined in Rule 12b-2 under the Exchange
Act (17 CFR 240.12b-2), immediately before a transaction that causes it to cease to
be a shell company must file a report on this Form in accordance with the
requirements set forth in Rule 13a-19 or Rule 15d-19 under the Exchange Act (17
CFR 240.13a-19 and 240.15d-19). Issuers filing such reports shall provide all
information required in, and follow all instructions of, Form 20-F relating to an
Exchange Act registration statement of all classes of the registrant’s securities
subject to the reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d)
(15 U.S.C. 78o(d)) of such Act upon consummation of the transaction, with such
information reflecting the registrant and its securities upon consummation of the
transaction. Rule 12b-25 under the Exchange Act (17 CFR 240.12b-25) is not
available to extend the due date of the report required under this subparagraph (d).

General Rules and Regulations That Apply to this Form.
(a)

The General Rules and Regulations under the Securities Act of 1933 (referred to as
the Securities Act) contain general requirements that apply to registration on any
Form. Read these general requirements carefully and follow them when preparing
and filing registration statements and reports on this Form.

(b)

Pay particular attention to Regulation 12B under the Exchange Act. Regulation 12B
contains general requirements about matters such as the kind and size of paper to be
used, the legibility of the registration statement or report, the information to give in
response to a requirement to state the title of securities, the language to be used and
the filing of the registration statement or report.

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C.

(c)

In addition to the definitions in the General Rules and Regulations under the
Securities Act and the definitions in Rule 12b-2 under the Exchange Act, General
Instruction F defines certain terms for purposes of this Form.

(d)

Note Regulation S-X, which applies to the presentation of financial information in a
registration statement or report.

(e)

Where the Form is being used as an annual report filed under Section 13(a) or 15(d)
of the Exchange Act, provide the certifications required by Rule 13a-14 (17 CFR
240.13a-14) or Rule 15d-14 (17 CFR 240.15d-14).

(f)

A foreign private issuer that is a smaller reporting company, as defined in Rule 12b-2
under the Exchange Act (17 CFR 240.12b-2), may not use the scaled disclosure
requirements in Regulation S-X and Regulation S-K available to smaller reporting
companies for the purposes of preparing this Form.

How to Prepare Registration Statements and Reports on this Form.
(a)

Do not use this Form as a blank form to be filled in; use it only as a guide in the
preparation of the registration statement or annual report. General Instruction E
states which items must be responded to in a registration statement and which items
must be responded to in an annual report. The registration statement or report must
contain the numbers and captions of all items. You may omit the text following each
caption in this Form, which describes what must be disclosed under each item. Omit
the text of all instructions in this Form. If an item is inapplicable or the answer to the
item is in the negative, respond to the item by making a statement to that effect.

(b)

Unless an item directs you to provide information as of a specific date or for a
specific period, give the information in a registration statement as of a date
reasonably close to the date of filing the registration statement and give the
information in an annual report as of the latest practicable date.

(c)

Note Exchange Act Rule 12b-20, which states: “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.”

(d)

If the same information required by this Form also is required by the body of
accounting principles used in preparing the financial statements, you may respond to
an item of this Form by providing a cross-reference to the location of the information
in the financial statements, in lieu of repeating the information.

(e)

Note Item 10 of Regulation S-K which explains the Commission policy on
projections of future economic performance, the Commission's policy on securities
ratings, and the Commission's policy on use of non-GAAP financial measures in
Commission filings.

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(f)

D.

If you are providing the information required by this Form in connection with a
registration statement under the Securities Act, note that Rule 421 requires you to
follow plain English drafting principles. You can find helpful information in “A
Plain English Handbook - How to create clear SEC disclosure documents” and in
staff legal bulletins supplementing the Handbook. These documents are available on
our Internet website, at www.sec.gov.

How to File Registration Statements and Reports on this Form.
(a)

You must file the Form 20-F registration statement or annual report in electronic
format via our Electronic Data Gathering and Retrieval System (EDGAR) in
accordance with the EDGAR rules set forth in Regulation S-T (17 CFR part 232).
The Form 20-F registration statement or annual report must be in the English
language as required by Regulation S-T Rule 306 (17 CFR 232.306). You must
provide the signatures required for the Form 20-F registration statement or annual
report in accordance with Regulation S-T Rule 302 (17 CFR 232.302). If you have
EDGAR questions, call the Filer Support Office at (202) 551-8900.

(b)

If you are filing the Form 20-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, you must file with the Commission (i) three
complete copies of the registration statement or report, including financial
statements, exhibits and all other papers and documents filed as part of the
registration statement or report, and (ii) five additional copies of the registration
statement or report, which need not contain exhibits. Whether filing electronically or
in paper, you must also file at least one complete copy of the registration statement
or report, including financial statements, exhibits and all other papers and documents
filed as part of the registration statement or report, with each exchange on which any
class of securities is or will be registered. When submitting the Form 20-F in paper,
you must sign at least one complete copy of the registration statement or report filed
with the Commission and one copy filed with each exchange in accordance with
Exchange Act Rule 12b-11(d) (17 CFR 12b-11(d)). You must conform the unsigned
copies when submitting the Form 20-F registration statement or report in paper.
When submitting the Form 20-F in electronic format to the Commission, you may
submit a paper copy containing typed signatures to each United States stock
exchange in accordance with Regulation S-T Rule 302(c) (17 CFR 302(c)). See also
Exchange Act Rule 12b-12(d) and Form 20-F’s Instructions as to Exhibits for
requirements concerning use of the English language and treatment of foreign
language documents.

(c)

When registration statements and reports are permitted to be filed in paper, they are
filed with the Commission by sending or delivering them to our File Desk between
the hours of 9:00 a.m. and 5:30 p.m., Washington, D.C. time. The File Desk is closed
on weekends and federal holidays. If you file a paper registration statement or report
by mail or by any means other than hand delivery, the address is U.S. Securities and
Exchange Commission, Attention: File Desk, 100 F Street, N.E., Washington, D.C.
20549. We consider documents to be filed on the date our File Desk receives them.
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E.

Which Items to Respond to in Registration Statements and Annual Reports.
(a)

Exchange Act Registration Statements. A registration statement filed under the
Exchange Act on this Form must include the information specified in Part I and Part
III. Read the instructions to each item carefully before responding to the item. In
some cases, the instructions may permit you to omit some of the information
specified in certain items in Part I.

(b)

Annual Reports. An annual report on this Form must include the information
specified in Parts I, II and III. Read the instructions to each item carefully before
responding to the item. In some cases, the instructions may permit you to omit some
of the information specified in certain items in Part I. The instructions also may
permit you to omit certain information if it was previously reported to us and has not
changed. If that is the case, you do not have to file copies of the previous report with
the report being filed on this Form.

(c)

Financial Statements. (1) An Exchange Act registration statement or annual report
filed on this Form must contain the financial statements and related information
specified in Item 18 of this Form. Note that Items 17 and 18 may require you to file
the financial statements of other entities in certain circumstances. These
circumstances are described in Regulation S-X.
(2) The issuer’s financial statements must be audited in accordance with the
standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), and the auditor must be qualified and independent in accordance with
Article 2 of Regulation S-X. The financial statements of entities other than the issuer
must be audited in accordance with applicable professional standards. If you have
any questions about these requirements, contact the Office of Chief Accountant in the
Division of Corporation Finance at (202) 551-3400.

(d)

F.

Securities Act Registration Statements. The registration statement forms under the
Securities Act direct you to provide information required by specific items of Form
20-F. Some items of Form 20-F only apply to Securities Act registration statements,
and you do not have to respond to those items if you are using Form 20-F to file an
Exchange Act registration statement or an annual report. The instructions to the
items of Form 20-F identify which information is required only in Securities Act
registration statements.

Definitions
The following definitions apply to various terms used in this Form, unless the context
indicates otherwise.
Affiliate - An “affiliate” of a specified person or entity refers to one who, directly or
indirectly, either controls, is controlled by or is under common control with, the specified
person or entity.

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Beneficial owner - The term “beneficial owner” of securities refers to any person who,
even if not the record owner of the securities, has or shares the underlying benefits of
ownership. These benefits include the power to direct the voting or the disposition of the
securities or to receive the economic benefit of ownership of the securities. A person also is
considered to be the “beneficial owner” of securities that the person has the right to acquire
within 60 days by option or other agreement. Beneficial owners include persons who hold
their securities through one or more trustees, brokers, agents, legal representatives or other
intermediaries, or through companies in which they have a “controlling interest,” which
means the direct or indirect power to direct the management and policies of the entity.
Company - References to the “company” mean the company whose securities are being
offered or listed, and refer to the company on a consolidated basis unless the context
indicates otherwise.
Directors and senior management - This term includes (a) the company’s directors, (b)
members of its administrative, supervisory or management bodies, (c) partners with
unlimited liability, in the case of a limited partnership with share capital, (d) nominees to
serve in any of the aforementioned positions, and (e) founders, if the company has been
established for fewer than five years. The persons covered by the term “administrative,
supervisory or management bodies” vary in different countries and, for purposes of
complying with the disclosure standards, will be determined by the host country.
Document - This term covers prospectuses and offering documents used in connection
with a public offering of securities and registration statements or prospectuses used in
connection with the initial listing of securities.
Instruction: References to the “document” mean whatever type of document is
being prepared using Form 20-F disclosure requirements, including, as applicable,
a prospectus, an Exchange Act registration statement, and an annual report.
Equity securities - The term “equity securities” includes common or ordinary shares,
preferred or preference shares, options or warrants to subscribe for equity securities, and
any securities, other than debt securities, which are convertible into or exercisable or
redeemable for equity securities of the same company or another company. If the equity
securities available upon conversion, exercise or redemption are those of another company,
the disclosure standards also apply to the other company.
Group - A “group” is a parent and all its subsidiaries. References to a company’s group
mean the group of which it is a member.
Home country - This term refers to the jurisdiction in which the company is legally
organized, incorporated or established and, if different, the jurisdiction where it has its
principal listing.
Host country - This term refers to jurisdictions, other than the home country, in which the
company is seeking to offer, register or list its securities.

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Instruction: Note that, as used in this Form, the term “host country” means the
United States and its territories.
Pre-emptive issue - The term “pre-emptive issue” and references to “pre-emptive purchase
rights” refer to offerings made to the company’s existing shareholders in order to permit
them to maintain their pro rata ownership in the company.
G.

First-Time Application of International Financial Reporting Standards.
(a)

Omission of Certain Required Financial Statements. An issuer that changes the body
of accounting principles used in preparing its financial statements presented pursuant
to Item 8.A.2 (“Item 8.A.2”) to International Financial Reporting Standards (“IFRS”)
issued by the International Accounting Standards Board (“IASB”) may omit the
earliest of the three years of audited financial statements required by Item 8.A.2 if
the issuer satisfies the conditions set forth in this Instruction G. For purposes of this
instruction, the term “financial year” refers to the first financial year beginning on or
after January 1 of the same calendar year.

(b)

Applicable Documents. This General Instruction G shall be available only for the
following registration statements and annual reports:
(1) Registration Statements. This instruction shall be available for registration
statements if:
(A)

The issuer adopts IFRS for the first time by an explicit and unreserved
statement of compliance with IFRS; and

(B)

The audited financial statements for the issuer’s most recent financial
year for which audited financial statements are required by Item 8.A.2 are
prepared in accordance with IFRS.

(2) Annual Reports. This instruction shall be available for annual reports if:
(A)

The issuer adopts IFRS for the first time by an explicit and unreserved
statement of compliance with IFRS; and

(B)

The audited financial statements for the issuer’s financial year to which
the annual report relates are prepared in accordance with IFRS.

(c)

[Reserved]

(d)

Information on the Company. The reference in Item 4.B to the “ body of accounting
principles used in preparing the financial statements” means IFRS as issued by the
IASB and not the basis of accounting that was previously used (“Previous GAAP”)
or accounting principles used only to prepare a U.S. GAAP reconciliation.

(e)

Operating and Financial Review and Prospects. The issuer shall present the
information required pursuant to Item 5. The discussion should focus on the financial
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statements for the two most recent financial years prepared in accordance with IFRS
as issued by the IASB. No part of the discussion should relate to financial statements
prepared in accordance with Previous GAAP.
(f)

Financial Information.
(1) General. With respect to the financial information of the issuer required by Item
8.A, all instructions contained in Item 8, including the instruction requiring
audits in accordance with the standards of the PCAOB, shall apply.
(2) Interim Period Financial Information in a Registration Statement or Prospectus.
This instruction shall apply when an issuer is changing the body of accounting
principles used in preparing its financial statements presented pursuant to Item
8.A.2 to IFRS. This instruction shall be available during the financial year in
which the issuer is changing its accounting principles to IFRS and during the
financial year thereafter until the date as of which the issuer is required to
comply with Item 8.A.4.
(A)

Instruction 3 of the Instructions to Item 8.A.5 shall not apply to published
financial information that is prepared with reference to IFRS. This
General Instruction G(f)(2)(A) shall be available for any financial
information for any interim or annual financial period that the issuer
publishes that is prepared with reference to IFRS.

(B)

An issuer that is required to provide interim financial statements under
the first sentence of Item 8.A.5 may satisfy the requirements of that item
by providing one of the following:
(i)

Three financial years of audited financial statements and interim
financial statements (which may be unaudited) for the current and
comparable prior year period, prepared in accordance with Previous
GAAP and reconciled to U.S. GAAP as required by Item 17(c) or
18, as applicable;

(ii)

Two financial years of audited financial statements and interim
financial statements (which may be unaudited) for the current and
comparable prior year period, prepared in accordance with IFRS as
issued by the IASB;

(iii) Three financial years of audited financial statements prepared in
accordance with Previous GAAP interim financial statements
(which may be unaudited) for the current and comparable prior year
period prepared in accordance with IFRS as issued by the IASB;
and condensed financial information prepared in accordance with
U.S. GAAP for the most recent financial year and the current and
comparable prior year interim period (the form and content of this
financial information shall be in a level of detail substantially
similar to that required by Article 10 of Regulation S-X).
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Instruction: An issuer that is unable to provide information that complies with Instruction
G.(f)(2)(B) but has available comparable financial information based on a combination of
Previous GAAP, IFRS and U.S. GAAP should contact the Office of International Corporate
Finance in the Division of Corporation Finance, in writing and well in advance of any filing
deadlines, to discuss its interim period financial information.
(g)

Quantitative and Qualitative Disclosures about Market Risk. Information in the
document that responds to Item 11 shall be presented on the basis of IFRS.

(h)

Financial Statements. A document to which this Instruction G applies shall include
financial statements that comply with Item 17 or 18 as follows:
(1) Financial Statements in Accordance with IFRS. The issuer may omit the
earliest of the three years of financial statements required by Item 8.A.2.
(2) U.S. GAAP Information. The U.S. GAAP reconciliation required by Item 17(c)
or 18 shall not be required for periods presented in accordance with IFRS as
issued by the IASB.

Instructions: 1. An eligible issuer relying on this General Instruction G may elect to
include, refer to, or incorporate by reference financial data prepared in accordance with
Previous GAAP. An issuer electing to include, refer to, or incorporate by reference Previous
GAAP financial information shall prominently disclose, at an appropriate location in the
document, that the document includes, refers to, or incorporates by reference, as applicable,
financial statements and other financial information based on both IFRS and Previous GAAP,
and that the information based on Previous GAAP is not comparable to information prepared in
accordance with IFRS.
2. Companies electing to include or incorporate by reference Previous
GAAP financial information shall:
a. Present or incorporate by reference selected historical financial
data prepared in accordance with Previous GAAP for the four financial years prior to the most
recent financial year.
b. Present or incorporate by reference operating and financial review
and prospects information pursuant to Item 5 that focuses on the financial statements for the two
most recent financial years prior to the most recent financial year that were prepared in
accordance with Previous GAAP. The discussion should not refer to the reconciliation to U.S.
GAAP. No part of the discussion should relate to financial statements prepared in accordance
with IFRS.
c. Include or incorporate by reference comparative financial
statements prepared in accordance with Previous GAAP that cover the two financial years prior
to the most recent financial year.

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3. Companies electing to include or incorporate by reference Previous
GAAP financial information shall not present that information side-by-side with IFRS financial
information.
4. An issuer that has published audited financial statements prepared in
accordance with IFRS for each of the three latest financial years shall include all three years of
audited IFRS financial statements in its SEC filings.

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PART I
Item 1.

Identity of Directors, Senior Management and Advisers

The purpose of this standard is to identify the company representatives and other
individuals involved in the company’s listing or registration.
A. Directors and senior management. Provide the names, business addresses and
functions of the company’s directors and senior management.
B. Advisers. Provide the names and addresses of the company’s principal bankers and
legal advisers to the extent the company has a continuing relationship with such
entities, the sponsor for listing (where required by the host country regulations), and
the legal advisers to the issue.
C. Auditors. Provide the names and addresses of the company’s auditors for the
preceding three years (together with their membership in a professional body).
Instructions to Item 1: If you are filing Form 20-F as an annual report under the Exchange Act,
you do not have to provide the information called for by Item 1. You must provide this
information, to the extent applicable, if you are filing a registration statement under either the
Securities Act or the Exchange Act.
Instructions to Item 1.B: You only have to provide the information called for by Item 1.B if you
are required to disclose the information in a jurisdiction outside the United States. These
persons will not be considered “experts” or “sellers” under the Securities Act solely due to the
fact that they are named in response to Item 1.B.
Item 2.

Offer Statistics and Expected Timetable

The purpose of this standard is to provide key information regarding the conduct of any
offering and the identification of important dates relating to that offering.
A. Offer statistics. For each method of offering, e.g., rights offering, general offering, etc.,
state the total expected amount of the issue, including the expected issue price or the
method of determining the price and the number of securities expected to be issued.
B. Method and expected timetable. For all offerings, and separately for each group of
targeted potential investors, the document shall state the following information to the
extent applicable to the offering procedure:
1.

The time period during which the offer will be open, and where and to whom
purchase or subscription applications shall be addressed. Describe whether the
purchase period may be extended or shortened, and the manner and duration of
possible extensions or possible early closure or shortening of this period.
Describe the manner in which the latter shall be made public. If the exact dates
are not known when the document is first filed or distributed to the public,
describe arrangements for announcing the final or definitive date or period.
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2.

Method and time limits for paying up securities; where payment is partial, the
manner and dates on which amounts due are to be paid.

3.

Method and time limits for delivery of equity securities (including provisional
certificates, if applicable) to subscribers or purchasers.

4.

In the case of pre-emptive purchase rights, the procedure for the exercise of any
right of pre-emption, the negotiability of subscription rights and the treatment of
subscription rights not exercised.

5.

A full description of the manner in which results of the distribution of securities
are to be made public, and when appropriate, the manner for refunding excess
amounts paid by applicants (including whether interest will be paid).

Instructions to Item 2: If you are filing Form 20-F as a registration statement or annual report
under the Exchange Act, you do not have to provide the information called for by Item 2. You
must provide this information if you are filing a registration statement under the Securities Act.
Item 3.

Key Information

The purpose of this standard is to summarize key information about the company’s
financial condition, capitalization and risk factors. If the financial statements included in
the document are restated to reflect material changes in the company’s group structure or
accounting policies, the selected financial data also must be restated. See Item 8.
A. [Reserved]
B. Capitalization and indebtedness. A statement of capitalization and indebtedness
(distinguishing between guaranteed and unguaranteed, and secured and unsecured,
indebtedness) as of a date no earlier than 60 days prior to the date of the document
shall be provided showing the company’s capitalization on an actual basis and, if
applicable, as adjusted to reflect the sale of new securities being issued and the
intended application of the net proceeds therefrom. Indebtedness also includes indirect
and contingent indebtedness.
C. Reasons for the offer and use of proceeds.
1.

The document shall disclose the estimated net amount of the proceeds broken
down into each principal intended use thereof. If the anticipated proceeds will
not be sufficient to fund all the proposed purposes, the order of priority of such
purposes should be given, as well as the amount and sources of other funds
needed. If the company has no specific plans for the proceeds, it should discuss
the principal reasons for the offering.

2.

If the proceeds are being used directly or indirectly to acquire assets, other than
in the ordinary course of business, briefly describe the assets and their cost. If
the assets will be acquired from affiliates of the company or their associates,

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disclose the persons from whom they will be acquired and how the cost to the
company will be determined.
3.

If the proceeds may or will be used to finance acquisitions of other businesses,
give a brief description of such businesses and information on the status of the
acquisitions.

4.

If any material part of the proceeds is to be used to discharge, reduce or retire
indebtedness, describe the interest rate and maturity of such indebtedness and,
for indebtedness incurred within the past year, the uses to which the proceeds of
such indebtedness were put.

D. Risk factors. The document shall prominently disclose risk factors that are specific to
the company or its industry and make an offering speculative or one of high risk, in a
section headed “Risk Factors.” Companies are encouraged, but not required, to list the
risk factors in the order of their priority to the company. Among other things, such
factors may include, for example: the nature of the business in which it is engaged or
proposes to engage; factors relating to the countries in which it operates; the absence
of profitable operations in recent periods; the financial position of the company; the
possible absence of a liquid trading market for the company’s securities; reliance on
the expertise of management; potential dilution; unusual competitive conditions;
pending expiration of material patents, trademarks or contracts; or dependence on a
limited number of customers or suppliers. The Risk Factors section is intended to be a
summary of more detailed discussion contained elsewhere in the document.
Instructions to Item 3:
1.

If you are filing Form 20-F as an annual report under the Exchange Act, you do not
have to provide the information called for by Item 3.B or 3.C. If you are filing Form
20-F as a registration statement under the Exchange Act, you do not have to provide
the information called for by Item 3.C. You must provide the information called for by
Item 3 if you are filing a registration statement under the Securities Act.

2.

Throughout Form 20-F, the terms “financial year” and “fiscal year” have the same
meaning. The term “fiscal year” is defined in Rule 405 under the Securities Act and
Rule 12b-2 under the Exchange Act.

Instructions to Item 3.B:
1.

If you are including the capitalization table called for by Item 3.B in a prospectus
supplement for a shelf offering registered on Form F-3, the amounts shown in the
table may be as of the date of the most recent balance sheet filed as part of the
registration statement, if the information in the table is updated to reflect securities
issued up to 60 days prior to the date of the supplement.

2.

If you are not selling new securities in a firm commitment underwritten offering or
an “all or none” best efforts offering, reflect the capitalization “as adjusted” for the
net proceeds of the offering only in the following ways:
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a.

In a best efforts “minimum/maximum” offering, reflect both the minimum and
maximum proceeds; and

b.

In a rights offering or an offering of securities upon the exercise of outstanding
warrants, reflect the proceeds only to the extent exercise is likely in view of the
current market price.

Instructions to Item 3.D: Risk factors should be concise and explain clearly how the risk affects
the issuer or the securities.
Item 4.

Information on the Company

The purpose of this standard is to provide information about the company’s business
operations, the products it makes or the services it provides, and the factors that affect the
business. The standard also is intended to provide information regarding the adequacy and
suitability of the company’s properties, plants and equipment, as well as its plans for future
increases or decreases in such capacity.
A. History and development of the company. The following information shall be
provided:
1.

The legal and commercial name of the company.

2.

The date of incorporation and the length of life of the company, except where
indefinite.

3.

The domicile and legal form of the company, the legislation under which the
company operates, its country of incorporation and the address and telephone
number of its registered office (or principal place of business if different from its
registered office). Provide the name and address of the company’s agent in the
host country, if any.

4.

The important events in the development of the company’s business, e.g.
information concerning the nature and results of any material reclassification,
merger or consolidation of the company or any of its significant subsidiaries;
acquisitions or dispositions of material assets other than in the ordinary course of
business; any material changes in the mode of conducting the business; material
changes in the types of products produced or services rendered; name changes;
or the nature and results of any bankruptcy, receivership or similar proceedings
with respect to the company or significant subsidiaries.

5.

A description, including the amount invested, of the company’s principal capital
expenditures and divestitures (including interests in other companies), since the
beginning of the company’s last three financial years to the date of the offering
or listing document.

6.

Information concerning the principal capital expenditures and divestitures
currently in progress, including the distribution of these investments
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geographically (home and abroad) and the method of financing (internal or
external).
7.

An indication of any public takeover offers by third parties in respect of the
company’s shares or by the company in respect of other companies’ shares
which have occurred during the last and current financial year. The price or
exchange terms attaching to such offers and the outcome thereof are to be stated.

8.

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.

B. Business overview. The information required by this item may be presented on the
same basis as that used to determine the company’s business segments under the body
of accounting principles used in preparing the financial statements. The following
information shall be provided:
1.

A description of the nature of the company’s operations and its principal
activities, stating the main categories of products sold and/or services performed
for each of the last three financial years. Indicate any significant new products
and/or services that have been introduced and, to the extent the development of
new products or services has been publicly disclosed, give the status of
development.

2.

A description of the principal markets in which the company competes,
including a breakdown of total revenues by category of activity and geographic
market for each of the last three financial years.

3.

A description of the seasonality of the company’s main business.

4.

A description of the sources and availability of raw materials, including a
description of whether prices of principal raw materials are volatile.

5.

A description of the marketing channels used by the company, including an
explanation of any special sales methods, such as installment sales.

6.

Summary information regarding the extent to which the company is dependent,
if at all, on patents or licenses, industrial, commercial or financial contracts
(including contracts with customers or suppliers) or new manufacturing
processes, where such factors are material to the company’s business or
profitability.

7.

The basis for any statements made by the company regarding its competitive
position shall be disclosed.

8.

A description of the material effects of government regulations on the company’s
business, identifying the regulatory body.
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C. Organizational structure. If the company is part of a group, include a brief description
of the group and the company’s position within the group. Provide a listing of the
company’s significant subsidiaries, including name, country of incorporation or
residence, proportion of ownership interest and, if different, proportion of voting
power held.
D. Property, plants and equipment. The company shall provide information regarding
any material tangible fixed assets, including leased properties, and any major
encumbrances thereon, including a description of the size and uses of the property;
productive capacity and extent of utilization of the company’s facilities; how the assets
are held; the products produced; and the location. Also describe any environmental
issues that may affect the company’s utilization of the assets. With regard to any
material plans to construct, expand or improve facilities, describe the nature of and
reason for the plan, an estimate of the amount of expenditures including the amount of
expenditures already paid, a description of the method of financing the activity, the
estimated dates of start and completion of the activity, and the increase of production
capacity anticipated after completion.
Instructions to Item 4:
1.

Furnish the information specified in any industry guide listed in Subpart 229.800 of
Regulation S-K (§229.801 et seq. of this chapter) that applies to you.

2.

If oil and gas operations are material to you or your subsidiaries’ business operations
or financial position, provide the information specified in Subpart 1200 of Regulation
S-K (§229.1200 et seq. of this chapter).

3.

Issuers engaged in mining operations must refer to and, if required, provide the
disclosure under subpart 1300 of Regulation S-K (§§ 229.1300 through 1305 of this
chapter).

4.

If you are bank, bank holding company, savings and loan association or savings and
loan holding company, provide the information specified in Subpart 1400 of
Regulation S-K (§229.1400 et seq. of this chapter).

Instructions to Item 4.A.4:
1.

If you are providing the information called for by Item 4.A.4 in an annual report, you
only have to provide the required information for the period from the beginning of
your last full financial year up to the latest practicable date.

2.

If you are filing a report under Rule 13a-19 or Rule 15d-19 under the Exchange Act
(17 CFR 240.13a-19 or 240.15d-19), you must disclose the material terms of the
transaction as a result of which you ceased to be a shell company and you should file
as an exhibit under Item 4(a) of the Exhibits to Form 20-F any contracts relating to
the transaction.

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Instructions to Item 4.B:
1.

The reference in Item 4.B to “the body of accounting principles used in preparing the
financial statements” means the accounting principles used in preparing the primary
financial statements, not to accounting principles used only to prepare the U.S. GAAP
reconciliation.

2.

If you:
(a) are filing a registration statement on Form F-1 under the Securities Act or on
Form 20-F under the Exchange Act,
(b) were not required to file reports under Section 13(a) or 15(d) of the Exchange Act
immediately prior to filing that registration statement, and
(c) have not received (or your predecessor has not received) revenue from operations
during each of the three fiscal years immediately prior to filing the registration
statement, you must provide information about your plan of operations. Provide
information comparable to the information required by Item 101(a)(2) of
Regulation S-K.

Item 4A. Unresolved Staff Comments
If the registrant is an accelerated filer or a large accelerated filer, as defined in Rule 12b-2
of the Exchange Act (§240.12b-2 of this chapter), or is a well-known seasoned issuer as defined
in Rule 405 of the Securities Act (§230.405 of this chapter) and has received written comments
from the Commission staff regarding its periodic reports under the Exchange Act not less than
180 days before the end of its fiscal year to which the annual report relates, and such comments
remain unresolved, disclose the substance of any such unresolved comments that the registrant
believes are material. Such disclosure may provide other information including the position of
the registrant with respect to any such comment.
Item 5.

Operating and Financial Review and Prospects

The purpose of this standard is to provide management’s explanation of factors that have
materially affected the company’s financial condition and results of operations for the historical
periods covered by the financial statements, and management’s assessment of factors and trends
which are anticipated to have a material effect on the company’s financial condition and results
of operations in future periods. A discussion and analysis that meets these requirements is
expected to better allow investors to view the registrant from management’s perspective. Discuss
the company’s financial condition, changes in financial condition and results of operations for
each year and interim period for which financial statements are required. The discussion must
include a quantitative and qualitative description of the reasons underlying material changes,
including where material changes within a line item offset one another, to the extent necessary
for an understanding of the company’s business as a whole. Information provided also must
relate to all separate segments and/or other subdivisions (e.g., geographic areas, product lines)
of the company. The discussion must include other statistical data that the company believes will
enhance a reader’s understanding of the company’s financial condition, cash flows and other
changes in financial condition, and results of operations. The discussion and analysis must also
focus specifically on material events and uncertainties known to management that would cause
20 of 105

reported financial information not to be necessarily indicative of future operating results or of
future financial condition. Provide the information specified below as well as such other
information that is necessary for an investor’s understanding of the company’s financial
condition, changes in financial condition and results of operations.
A. Operating results. Provide information regarding significant factors, including unusual
or infrequent events or new developments, materially affecting the company’s income
from operations, indicating the extent to which income was so affected. Describe any
other significant component of revenue or expenses necessary to understand the
company’s results of operations.
1.

If the statement of comprehensive income presents material changes from period
to period in net sales or revenue, if applicable, describe the extent to which such
changes are attributable to changes in prices or to changes in the volume or
amount of products or services being sold or to the introduction of new products
or services.

2.

If the currency in which financial statements are presented is of a country that
has experienced hyperinflation, disclose the existence of such inflation, a five
year history of the annual rate of inflation and a discussion of the impact of
hyperinflation on the company’s business.

3.

Provide information regarding the impact of foreign currency fluctuations on the
company, if material, and the extent to which foreign currency net investments
are hedged by currency borrowings and other hedging instruments.

4.

Provide information regarding any governmental economic, fiscal, monetary or
political policies or factors that have materially affected, or could materially
affect, directly or indirectly, the company’s operations or investments by host
country shareholders.

B. Liquidity and capital resources. Analyze the registrant’s ability to generate and obtain
adequate amounts of cash to meet its requirements and its plans for cash in the shortterm (i.e., the next 12 months from the most recent fiscal period end required to be
presented) and separately in the long-term (i.e., beyond the next 12 months). The
discussion should 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. As part of this analysis, provide the
following information:
1.

Information regarding the company’s liquidity including:
(a)

a description of the internal and external sources of liquidity and a brief
discussion of any material unused sources of liquidity. Include a statement
by the company that, in its opinion, the working capital is sufficient for the
company’s present requirements, or, if not, how it proposes to provide the
additional working capital needed.

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(b)

an evaluation of the sources and amounts of the company’s cash flows,
including the nature and extent of any legal or economic restrictions on the
ability of subsidiaries to transfer funds to the company in the form of cash
dividends, loans or advances and the impact such restrictions have had or
are reasonably likely to have on the ability of the company to meet its cash
obligations.

2.

Information regarding the type of financial instruments used, the maturity profile
of debt, currency and interest rate structure. The discussion also must include
funding and treasury policies and objectives in terms of the manner in which
treasury activities are controlled, the currencies in which cash and cash
equivalents are held, the extent to which borrowings are at fixed rates, and the
use of financial instruments for hedging purposes.

3.

Information regarding the company’s material cash requirements, including
commitments for capital expenditures, as of the end of the latest financial year
and any subsequent interim period and an indication of the general purpose of
such requirements and the anticipated sources of funds needed to satisfy such
requirements.

C. Research and development, patents and licenses, etc. Provide a description of the
company’s research and development policies for the last three years.
D. Trend information. The company must identify material recent trends in production,
sales and inventory, the state of the order book and costs and selling prices since the
latest financial year. The company also must discuss, for at least the current financial
year, any known trends, uncertainties, demands, commitments or events that are
reasonably likely to have a material effect on the company’s net sales or revenues,
income from continuing operations, profitability, liquidity or capital resources, or that
would cause reported financial information not necessarily to be indicative of future
operating results or financial condition.
E. Critical Accounting Estimates
A registrant that does not apply in its primary financial statements IFRS as issued by the
IASB must discuss information about its critical accounting estimates. This disclosure
should supplement, not duplicate, the description of accounting policies in the notes to the
financial statements.
Critical accounting estimates. Critical accounting estimates are those estimates made in
accordance with generally accepted accounting principles that involve a significant level of
estimation uncertainty and have had or are reasonably likely to have a material impact on
the financial condition or results of operations of the registrant. Provide qualitative and
quantitative information necessary to understand the estimation uncertainty and the impact
the critical accounting estimate has had or is reasonably likely to have on the registrant’s
financial condition or results of operations to the extent the information is material and
reasonably available. This information should include why each critical accounting

22 of 105

estimate is subject to uncertainty and, to the extent the information is material and
reasonably available, how much each estimate and/or assumption has changed over a
relevant period, and the sensitivity of the reported amounts to the material methods,
assumptions and estimates underlying its calculation.
Instructions to Item 5:
1.

Refer to the Commission’s interpretive releases (No. 33-6835) dated May 18, 1989,
(No. 33-8056) dated January 22, 2002, (No. 33-8350) dated December 19, 2003, (No.
33-9144) dated September 17, 2010, and (No. 33-10751) dated January 30, 2020 for
guidance in preparing this discussion and analysis by management of the company’s
financial condition and results of operations.

2.

The discussion must focus on the primary financial statements presented in the
document. You should refer to the reconciliation to U.S. GAAP, if any, and discuss any
aspects of the differences between foreign and U.S. GAAP, not otherwise discussed in
the reconciliation, that you believe are necessary for an understanding of the financial
statements as a whole.

3.

We encourage you to supply forward-looking information, but that type of information
is not required. Forward-looking information is covered expressly by the safe harbor
provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act.
Forward-looking information is different than presently known data which will have
an impact on future operating results, such as known future increases in costs of labor
or materials. You are required to disclose this latter type of data if it is material.

4.

To the extent the primary financial statements reflect the use of exceptions permitted
or required by IFRS 1, the issuer must:
a.

Provide detailed information as to the exceptions used, including:
i. An indication of the items or class of items to which the exception was
applied; and
ii. A description of what accounting principle was used and how it was
applied;

b.

5.

Include, where material, qualitative disclosure of the impact on financial
condition, changes in financial condition and results of operations that the
treatment specified by IFRS would have had absent the election to rely on the
exception.

An issuer filing financial statements that comply with IFRS as issued by the IASB must,
in providing information in response to paragraphs of this Item 5 that refer to
pronouncements of the FASB, provide disclosure that satisfies the objective of the Item
5 disclosure requirements. In responding to this Item 5, an issuer need not repeat
information contained in financial statements that comply with IFRS as issued by the
IASB.
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6.

Generally, the discussion must cover the periods covered by the financial statements
and the registrant may use any format that in the registrant’s judgment enhances a
reader’s understanding. For registrants providing financial statements covering three
years in a filing, a discussion of the earliest of the three years may be omitted if such
discussion was already included in any other of the registrant’s prior filings on
EDGAR that required disclosure in compliance with Item 5 of Form 20–F, provided
that registrants electing not to include a discussion of the earliest year must include a
statement that identifies the location in the prior filing where the omitted discussion
may be found.

7.

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

8.

For the Liquidity and Capital Resources disclosure, 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. Except where it is otherwise clear from the discussion, the registrant
must indicate those balance sheet conditions or income or cash flow items which the
registrant believes may be indicators of its liquidity condition.

9.

Provide the analysis in a format that facilitates easy understanding and that
supplements, and does not duplicate, disclosure already provided in the filing.

Instruction to Item 5.A:
1.

Item 6.

You must provide the information required by Item 5.A.2 with respect to hyperinflation
if hyperinflation has occurred in any of the periods for which you are required to
provide audited financial statements or unaudited interim financial statements in the
document. See Rule 3-20(c) of Regulation S-X for a discussion of cumulative inflation
rates that trigger this requirement.
Directors, Senior Management and Employees

The purpose of this standard is to provide information concerning the company’s directors
and managers that will allow investors to assess such individuals’ experience, qualifications and
levels of compensation, as well as their relationship with the company. Information concerning
the company’s employees is also required.

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A. Directors and senior management. The following information shall be disclosed with
respect to the company’s directors and senior management, and any employees such as
scientists or designers upon whose work the company is dependent:
(1)

Name, business experience, functions and areas of experience in the company.

(2)

Principal business activities performed outside the issuing company (including,
in the case of directors, other principal directorships).

(3)

Date of birth or age (if required to be reported in the home country or otherwise
publicly disclosed by the company).

(4)

The nature of any family relationship between any of the persons named above.

(5)

Any arrangement or understanding with major shareholders, customers,
suppliers or others, pursuant to which any person referred to above was selected
as a director or member of senior management.

B. Compensation. Provide the following information for the last full financial year for the
company’s directors and members of its administrative, supervisory or management
bodies:
(1)

The amount of compensation paid, and benefits in kind granted, to such persons
by the company and its subsidiaries for services in all capacities to the company
and its subsidiaries by any person. Disclosure of compensation is required on an
individual basis unless individual disclosure is not required in the company’s
home country and is not otherwise publicly disclosed by the company. The
standard also covers contingent or deferred compensation accrued for the year,
even if the compensation is payable at a later date. If any portion of the
compensation was paid (a) pursuant to a bonus or profit-sharing plan, provide a
brief description of the plan and the basis upon which such persons participate in
the plan; or (b) in the form of stock options, provide the title and amount of
securities covered by the options, the exercise price, the purchase price (if any),
and the expiration date of the options.

(2)

The total amounts set aside or accrued by the company or its subsidiaries to
provide pension, retirement or similar benefits.

C. Board practices. The following information for the company’s last completed
financial year shall be given with respect to, unless otherwise specified, the company’s
directors, and members of its administrative, supervisory or management bodies.
(1)

Date of expiration of the current term of office, if applicable, and the period
during which the person has served in that office.

(2)

Details of directors’ service contracts with the company or any of its subsidiaries
providing for benefits upon termination of employment, or an appropriate
negative statement.
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(3)

Details relating to the company’s audit committee and remuneration committee,
including the names of committee members and a summary of the terms of
reference under which the committee operates.

D. Employees. Provide either the number of employees at the end of the period or the
average for the period for each of the past three financial years (and changes in such
numbers, if material) and, if possible, a breakdown of persons employed by main
category of activity and geographic location. Also disclose any significant change in
the number of employees, and information regarding the relationship between
management and labor unions. If the company employs a significant number of
temporary employees, include disclosure of the number of temporary employees on an
average during the most recent financial year.
E. Share ownership.
(1)

With respect to the persons listed in subsection 6.B, above, provide information
as to their share ownership in the company as of the most recent practicable date
(including disclosure on an individual basis of the number of shares and percent
of shares outstanding of that class, and whether they have different voting rights)
held by the persons listed and options granted to them on the company’s shares.
Information regarding options shall include: the title and amount of securities
called for by the options; the exercise price; the purchase price, if any; and the
expiration date of the options.

(2)

Describe any arrangements for involving the employees in the capital of the
company, including any arrangement that involves the issue or grant of options
or shares or securities of the company.

Instructions to Item 6.C:
1.

The term “plan” is used very broadly and includes any type of arrangement for
compensation, even if the terms of the plan are not contained in a formal document.

2.

If the company is a listed issuer as defined in Exchange Act Rule 10A-3 (17 CFR
240.10A-3) and its entire board of directors is acting as the company’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.

3.

If the company has a board of auditors or similar body, as described in Exchange Act
Rule 10A-3(c)(3) (17 CFR 240.10A-3(c)(3)), the disclosure required by this Item 6.C.
with regard to the company’s audit committee can be provided with respect to the
company’s board of auditors, or similar body.

Instruction to Item 6.E:
If (a) any of the persons listed in subsection 6.B beneficially owns less than one
percent of the class of shares and (b) that person’s individual share ownership
previously has not been disclosed to shareholders or otherwise made public, you may
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indicate, by an asterisk and explanatory footnote or similar means, that the person
beneficially owns less than one percent of the class, instead of providing that person’s
individual share ownership.
F. Disclosure of a registrant’s action to recover erroneously awarded compensation.
(1)

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 20-F, provide the following information:
(i)

(ii)

For each restatement:
(A)

The date on which the registrant was required to prepare an
accounting restatement;

(B)

The aggregate dollar amount of erroneously awarded compensation
attributable to such accounting restatement, including an analysis of
how the amount was calculated;

(C)

If the financial reporting measure as defined in 17 CFR 240.10D1(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;

(D)

The aggregate dollar amount of erroneously awarded compensation
that remains outstanding at the end of the last completed fiscal year;
and

(E)

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 (B) through (D) in the next
filing that is subject to this Item;

If recovery would be impracticable pursuant to 17 CFR 240.10D1(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

(iii) 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
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determined the amount the individual owed, disclose the dollar amount of
outstanding erroneously awarded compensation due from each such
individual.

Item 7.

(2)

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;

(3)

The information must appear with, and in the same format as, the rest of the
disclosure required to be provided pursuant to this Item 6, is required only in
annual reports and does not apply to registration statements on Form 20-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

(4)

The disclosure must be provided in an Interactive Data File in accordance with
Rule 405 of Regulation S-T and the EDGAR Filer Manual.

Major Shareholders and Related Party Transactions

The purpose of this standard is to provide information regarding the major shareholders
and others that control or may control the company. The standard also provides information
regarding transactions the company has entered into with persons affiliated with the company
and whether the terms of such transactions are fair to the company. These standards may require
disclosure of related party transactions not required to be disclosed under the body of
accounting principles used in preparing the financial statements. This standard is not intended to
address the thresholds at which shareholders are required, on a continuing basis, to disclose
their beneficial ownership of securities.
A. Major shareholders. To the extent that the following information is known to the
company or can be ascertained from public filings, it should be provided as of the most
recent practicable date, with references to the number of shares held in the company
including shares beneficially owned.
1.

The following information shall be provided regarding the company’s major
shareholders, which means shareholders that are the beneficial owners of 5% or
more of each class of the company’s voting securities (unless the company is
required to disclose a lesser percentage in its home country, in which case that
lesser percentage applies):
(a)

Provide the names of the major shareholders, and the number of shares and
the percentage of outstanding shares of each class owned by each of them
as of the most recent practicable date, or an appropriate negative statement
if there are no major shareholders.

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(b)

Disclose any significant change in the percentage ownership held by any
major shareholders during the past three years.

(c)

Indicate whether the company’s major shareholders have different voting
rights, or an appropriate negative statement.

2.

Information shall be provided as to the portion of each class of securities held in
the host country and the number of record holders in the host country.

3.

To the extent known to the company, state whether the company is directly or
indirectly owned or controlled by another corporation(s), by any foreign
government or by any other natural or legal person(s) severally or jointly, and, if
so, give the name(s) of such controlling corporation(s), government or other
person(s), and briefly describe the nature of such control, including the amount
and proportion of capital held giving a right to vote.

4.

Describe any arrangements, known to the company, the operation of which may
at a subsequent date result in a change in control of the company.

B. Related party transactions. Provide the information required below for the period
since the beginning of the company’s preceding three financial years up to the date of
the document, with respect to transactions or loans between the company and (a)
enterprises that directly or indirectly through one or more intermediaries, control or are
controlled by, or are under common control with, the company; (b) associates; (c)
individuals owning, directly or indirectly, an interest in the voting power of the
company that gives them significant influence over the company, and close members
of any such individual’s family; (d) key management personnel, that is, those persons
having authority and responsibility for planning, directing and controlling the activities
of the company, including directors and senior management of companies and close
members of such individuals’ families; and (e) enterprises in which a substantial
interest in the voting power is owned, directly or indirectly, by any person described in
(c) or (d) or over which such a person is able to exercise significant influence. This
includes enterprises owned by directors or major shareholders of the company and
enterprises that have a member of key management in common with the company.
Close members of an individual’s family are those that may be expected to influence,
or be influenced by, that person in their dealings with the company. An associate is an
unconsolidated enterprise in which the company has a significant influence or which
has significant influence over the company. Significant influence over an enterprise is
the power to participate in the financial and operating policy decisions of the enterprise
but is less than control over those policies. Shareholders beneficially owning a 10%
interest in the voting power of the company are presumed to have a significant
influence on the company.
1.

The nature and extent of any transactions or presently proposed transactions
which are material to the company or the related party, or any transactions that
are unusual in their nature or conditions, involving goods, services, or tangible or

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intangible assets, to which the company or any of its parent or subsidiaries was a
party.
2.

The amount of outstanding loans (including guarantees of any kind) made by the
company, its parent or any of its subsidiaries to or for the benefit of any of the
persons listed above. The information given should include the largest amount
outstanding during the period covered, the amount outstanding as of the latest
practicable date, the nature of the loan and the transaction in which it was
incurred, and the interest rate on the loan. In addition, if the company, its parent
or any of its subsidiaries is a foreign bank (as defined in 17 CFR 240.13k-1) that
has made a loan to which Instruction 2 of this Item does not apply, identify the
director, senior management member, or other related party required to be
described by this Item who received the loan, and describe the nature of the loan
recipient’s relationship to the foreign bank.

C. Interests of experts and counsel. If any of the named experts or counselors was
employed on a contingent basis, owns an amount of shares in the company or its
subsidiaries which is material to that person, or has a material, direct or indirect
economic interest in the company or that depends on the success of the offering,
provide a brief description of the nature and terms of such contingency or interest.
Instructions to Item 7.B:
1.

If you are providing the information called for by Item 7.B in an annual report, you
only have to provide the required information for the period from the beginning of
your last full fiscal year up to the latest practicable date.

2.

In response to Item 7.B.2, if the lender is a bank, savings and loan association, or
broker dealer extending credit under Federal Reserve Regulation T, and the loans are
not disclosed as past due, nonaccrual or troubled debt restructurings in the
consolidated financial statements, your response may consist of a statement, if true,
that the loans in question (A) were made in the ordinary course of business, (B) were
made on substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and (C) did not
involve more than the normal risk of collectability or present other unfavorable
features.

3.

In response to Item 7.B.2, if you are unable to identify the recipient of a foreign bank
loan to which Instruction 2 of this Item does not apply because you have concluded
that such disclosure would conflict with privacy laws, such as customer confidentiality
and data protection laws, of your home jurisdiction, you must provide a legal opinion
attesting to that conclusion as an exhibit. You must also disclose that:
(A)

an unnamed director, senior management member, or other related party for
which disclosure is required by this Item, has been the recipient of a loan to
which Instruction 2 of this Item does not apply;

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4.

(B)

your home jurisdiction’s privacy laws prevent the disclosure of the name of this
loan recipient; and

(C)

this loan recipient is unable to waive or has otherwise not waived application of
these privacy laws.

Disclosure need not be provided pursuant to this Item if the transaction involves the
recovery of excess incentive-based compensation that is disclosed pursuant to Item
6.F.

Instruction to Item 7.C:
If you are filing Form 20-F as a registration statement or annual report under the
Exchange Act, you do not have to provide the information called for by Item 7.C. You
must provide this information if you are filing a registration statement under the
Securities Act. Accountants who provide a report on financial statements that are
presented or incorporated by reference in a registration statement should note Article
2 of Regulation S-X. That Article contains the Commission’s requirements for
qualifications and reports of accountants.
Item 8.

Financial Information

The purpose of this standard is to specify which financial statements must be included in
the document, as well as the periods to be covered, the age of the financial statements and other
information of a financial nature.
A. Consolidated Statements and Other Financial Information.
1.

The document must contain consolidated financial statements, audited by an
independent auditor and accompanied by an audit report, comprised of:
(a)

balance sheet;

(b)

statement of comprehensive income (either in a single continuous financial
statement or in two separate but consecutive financial statements; or a
statement of net income if there was no other comprehensive income);

(c)

statement showing either (i) changes in equity other than those arising
from capital transactions with owners and distributions to owners; or (ii)
all changes in equity (including a subtotal of all non-owner items
recognized directly in equity);

(d)

cash flow statement;

(e)

related notes and schedules required by the comprehensive body of
accounting standards pursuant to which the financial statements are
prepared; and

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(f)

if not included in the primary financial statements, a note analyzing the
changes in each caption of shareholders’ equity presented in the balance
sheet.

2.

The document should include comparative financial statements that cover the
latest three financial years, audited in accordance with a comprehensive body of
auditing standards.

3.

The audit report(s) must cover each of the periods for which these international
disclosure standards require audited financial statements. If the auditors have
refused to provide a report on the annual accounts or if the report(s) contain
qualifications or disclaimers, such refusal or such qualifications or disclaimers
shall be reproduced in full and the reasons given, so the host country securities
regulator can determine whether or not to accept the financial statements.
Include an indication of any other information in the document which has been
audited by the auditors.

4.

The last year of audited financial statements may not be older than 15 months at
the time of the offering or listing; provided, however, that in the case of the
company’s initial public offering, the audited financial statements also shall be
as of a date not older than 12 months at the time the document is filed. In such
cases, the audited financial statements may cover a period of less than a full
year.

5.

If the document is dated more than nine months after the end of the last audited
financial year, it should contain consolidated interim financial statements, which
may be unaudited (in which case that fact should be stated), covering at least the
first six months of the financial year. The interim financial statements should
include a balance sheet, statement of comprehensive income (either in a single
continuous financial statement or in two separate but consecutive financial
statements; or a statement of net income if there was no other comprehensive
income), cash flow statement, and a statement showing either (i) changes in
equity other than those arising from capital transactions with owners and
distributions to owners, or (ii) all changes in equity (including a subtotal of all
non-owner items recognized directly in equity). Each of these statements may be
in condensed form as long as it contains the major line items from the latest
audited financial statements and includes the major components of assets,
liabilities and equity (in the case of the balance sheet); income and expenses (in
the case of the statement of comprehensive income) and the major subtotals of
cash flows (in the case of the cash flow statement). The interim financial
statements should include comparative statements for the same period in the
prior financial year, except that the requirement for comparative balance sheet
information may be satisfied by presenting the year end balance sheet. If not
included in the primary financial statements, a note should be provided
analyzing the changes in each caption of shareholders’ equity presented in the
balance sheet. The interim financial statements should include selected note
disclosures that will provide an explanation of events and changes that are
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significant to an understanding of the changes in financial position and
performance of the enterprise since the last annual reporting date. If, at the date
of the document, the company has published interim financial information that
covers a more current period than those otherwise required by this standard, the
more current interim financial information must be included in the document.
Companies are encouraged, but not required, to have any interim financial
statements in the document reviewed by an independent auditor. If such a review
has been performed and is referred to in the document, a copy of the auditor’s
interim review report must be provided in the document.
6.

If the amount of export sales constitutes a significant portion of the company’s
total sales volume, provide the total amount of export sales and the percent and
amount of export sales in the total amount of sales volume.

7.

Provide information on any legal or arbitration proceedings, including those
relating to bankruptcy, receivership or similar proceedings and those involving
any third party, which may have, or have had in the recent past, significant
effects on the company’s financial position or profitability. This includes
governmental proceedings pending or known to be contemplated.

8.

Describe the company’s policy on dividend distributions.

B. Significant Changes. Disclose whether or not any significant change has occurred
since the date of the annual financial statements, and/or since the date of the most
recent interim financial statements, if any, included in the document.
Instructions to Item 8:
1.

This item refers to the company, but note that under Rules 3-05, 3-09, 3-10, 3-14, 3-16,
13-01, and 13-02 of Regulation S-X, you also may have to provide financial statements
or financial information for entities other than the issuer. In some cases, you may have
to provide financial statements for a predecessor. See the definition of “predecessor”
in Exchange Act Rule 12b-2 and Securities Act Rule 405.

2.

For offerings of securities (a) upon the exercise of outstanding rights granted by the
issuer of the securities to be offered, if the rights are granted pro rata to all existing
securityholders of the class of securities to which the rights attach; or (b) pursuant to
a dividend or interest reinvestment plan; or (c) upon the conversion of outstanding
convertible securities or upon the exercise of outstanding transferable warrants issued
by the issuer of the securities to be offered, or by an affiliate of that issuer, the 15month period referred to in Item 8.A.4 is extended to 18 months and the interim
financial statements referred to in Item 8.A.5 shall be as of a date within 12 months of
the date of the document. The provisions of this paragraph are not applicable if
securities are to be offered or sold in a standby underwriting in the United States or
similar arrangement.

3.

If the primary financial statements included in the document represent the first filing
by the issuer with the SEC of consolidated financial statements prepared in
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accordance with IFRS, the notes to the financial statements prepared in accordance
with IFRS shall disclose the following:
a.

The reconciliation from Previous GAAP to IFRS required by IFRS 1 shall be
presented in a form and level of information sufficient to explain all material
adjustments to the balance sheet and income statement and, if presented under
Previous GAAP, to the cash flow statement; and

b.

To the extent the primary financial statements reflect the use of exceptions
permitted or required by IFRS 1, the issuer shall identify each exception used,
including:
i. An indication of the items or class of items to which the exception was
applied; and
ii. A description of what accounting principle was used and how it was
applied.

4.

For filings on Form 20-F filed pursuant to General Instruction A.(d) of this form and
for registration statements, when the issuer is a shell company that is combining with a
business, see § 240.15-01 (Rule 15-01 of Regulation S-X).

Instructions to Item 8.A.2:
1.

You do not have to provide a balance sheet for the earliest of the three-year periods
specified in Item 8.A.2 if that balance sheet is not required by a jurisdiction outside the
United States.

2.

The financial statements of the issuer must be audited in accordance with the
standards of the PCAOB and the auditor must comply with the Commission standards
for auditor independence. Refer to Article 2 of Regulation S-X, which contains
requirements for qualifications and reports of accountants.

3.

In initial registration statements, if the financial statements presented pursuant to Item
8.A.2 are prepared in accordance with U.S. generally accepted accounting principles,
the earliest of the three years may be omitted if that information has not previously
been included in a filing made under the Securities Act of 1933 or the Securities
Exchange Act of 1934.

4.

If you are an emerging growth company, as defined in Rule 12b-2 (§240.12b-2 of this
chapter), you do not need to present more than two years of audited financial
statements in your registration statement for an initial public offering of your common
equity securities.

Instruction to Item 8.A.3: The circumstances in which we would accept an audit report
containing a disclaimer or qualification are extremely limited. If you plan to submit this type of
report, we recommend that you contact the staff of the Office of Chief Accountant in the Division
of Corporation Finance well in advance of filing the document, to discuss the report.
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Instructions to Item 8.A.4:
1.

In calculating the 15-month requirement for the age of financial statements, determine
the age based on the period of time that has elapsed between the date of the balance
sheet and “the time of the offering or listing,” which means the time the registration
statement is declared effective.

2.

The additional requirement that financial statements be no older than 12 months at the
date of filing applies only in those limited cases where a nonpublic company is
registering its initial public offering of securities. A company may comply with only
the 15-month requirement in this item if the company is able to represent that it is not
required to comply with the 12-month requirement in any other jurisdiction outside the
United States and that complying with the 12-month requirement is impracticable or
involves undue hardship. File this representation as an exhibit to the registration
statement.

Instructions to Item 8.A.5:
1.

Item 8.A.5 does not apply to annual reports on Form 20-F.

2.

The third sentence of Item 8.A.5 explains that the required interim financial statements
may be in condensed form using major line items from the latest audited financial
statements. To determine which major line items must be included in condensed
interim information, see Rules 10-01(a)(1) through (7).

3.

The third sentence from the end of Item 8.A.5 requires you to include in the document
interim financial information that has been published by the company if that
information covers a more current period than the statements otherwise required by
Item 8. This requirement does not apply to annual reports filed on Form 20-F. The
requirement covers any publication of financial information that includes, at a
minimum, revenue and income information, even if that information is not published as
part of a complete set of financial statements. Whenever you provide more current
interim financial information in response to this requirement:
a.

Describe any ways in which the accounting principles, practices and methods
used in preparing that interim financial information vary materially from the
principles, practices and methods accepted in the United States, and

b.

Quantify any material variations, unless they already are quantified because they
occur in other financial statements included in the document.

A registrant filing financial information that complies with IFRS as issued by the IASB
is not required to provide the information described in paragraphs 3(a) and (b) to this
Instruction to Item 8.A.5. if that registrant prepares its annual financial statements in
accordance with IFRS as issued by the IASB.
4.

A registrant that files interim period financial statements pursuant to Item 8.A.5 is not
required to comply with Article 10 of Regulation S-X if that registrant prepares its
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annual financial statements in accordance with IFRS as issued by the IASB,prepares
its interim period financial statements in compliance with IAS 34 “Interim Financial
Reporting,” and explicitly states its compliance with IAS 34 in the notes to the interim
financial statements.
Instructions to Item 8.A.7:
1.

This Item also requires disclosure of any material proceeding in which any director,
any member of senior management, or any of your affiliates is either a party adverse
to you or your subsidiaries or has a material interest adverse to your or your
subsidiaries.

2.

If you are providing the information called for by Item 8.A.7 in an annual report, also
describe the disposition of any previously reported litigation that occurred during the
last fiscal year.

Item 9.

The Offer and Listing.

The purpose of this standard is to provide information regarding the offer or listing of
securities, the plan for distribution of the securities and related matters.
A. Offer and listing details.
1.

Indicate the expected price at which the securities will be offered or the method
of determining the price, and the amount of any expenses specifically charged to
the subscriber or purchaser.

2.

If there is not an established market for the securities, the document shall contain
information regarding the manner of determination of the offering price as well
as of the exercise price of warrants and the conversion price of convertible
securities, including who established the price or who is formally responsible for
the determination of the price, the various factors considered in such
determination and the parameters or elements used as a basis for establishing the
price.

3.

If the company’s shareholders have pre-emptive purchase rights and where the
exercise of the right of pre-emption of shareholders is restricted or withdrawn,
the company shall indicate the basis for the issue price if the issue is for cash,
together with the reasons for such restriction or withdrawal and the beneficiaries
of such restriction or withdrawal if intended to benefit specific persons.

4.

Identify the principal host market(s) and principal market(s) outside the principal
host market and corresponding trading symbol(s) for those markets for each
class of the registrant’s common equity. If significant trading suspensions
occurred in the prior three years, they shall be disclosed. If the securities are not
regularly traded in an organized market, information shall be given about any
lack of liquidity.

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5.

State the type and class of the securities being offered or listed and furnish the
following information:
(a)

Indicate whether the shares are registered shares or bearer shares and
provide the number of shares to be issued and to be made available to the
market for each kind of share. The nominal par or equivalent value should
be given on a per share basis and, where applicable, a statement of the
minimum offer price. Describe the coupons attached, if applicable.

(b)

Describe arrangements for transfer and any restrictions on the free
transferability of the shares.

6.

If the rights evidenced by the securities being offered or listed are or may be
materially limited or qualified by the rights evidenced by any other class of
securities or by the provisions of any contract or other documents, include
information regarding such limitation or qualification and its effect on the rights
evidenced by the securities to be listed or offered.

7.

With respect to securities other than common or ordinary shares to be listed or
offered, outline briefly the rights evidenced thereby.
(a)

If subscription warrants or rights are to be listed or offered, state: the title
and amount of securities called for; the amount of warrants or rights
outstanding; provisions for changes to or adjustments in the exercise price;
the period during which and the price at which the warrants or rights are
exercisable; and any other material terms of such warrants or rights.

(b)

Where convertible securities or stock purchase warrants to be listed or
offered are subject to redemption or call, the description of the conversion
terms of the securities or material terms of the warrants shall include
whether the right to convert or purchase the securities will be forfeited
unless it is exercised before the date specified in the notice of redemption
or call; the expiration or termination date of the warrants; the kind,
frequency and timing of notice of the redemption or call, including where
the notice will be published; and, in the case of bearer securities, that
investors are responsible for making arrangements to prevent loss of the
right to convert or purchase in the event of redemption or call.

B. Plan of distribution.
1.

The names and addresses of the entities underwriting or guaranteeing the
offering shall be listed.

2.

To the extent known to the company, indicate whether major shareholders,
directors or members of the company’s management, supervisory or
administrative bodies intend to subscribe in the offering, or whether any person
intends to subscribe for more than 5% of the offering.

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3.

Identify any group of targeted potential investors to whom the securities are
offered. If the offering is being made simultaneously in the markets of two or
more countries and if a tranche has been or is being reserved for certain of these,
indicate any such tranche.

4.

If securities are reserved for allocation to any group of targeted investors,
including, for example, offerings to existing shareholders, directors, or
employees and past employees of the company or its subsidiaries, provide details
of these and any other preferential allocation arrangements.

5.

Indicate whether the amount of the offering could be increased, such as by the
exercise of an underwriter’s over-allotment option or “greenshoe,” and by how
much.

6.

Indicate the amount, and outline briefly the plan of distribution, of any securities
that are to be offered otherwise than through underwriters. If the securities are to
be offered through the selling efforts of brokers or dealers, describe the plan of
distribution and the terms of any agreement or understanding with such entities.
If known, identify the broker(s) or dealer(s) that will participate in the offering
and state the amount to be offered through each.

7.

If the securities are to be offered in connection with the writing of exchangetraded call options, describe briefly such transactions.

8.

If simultaneously or almost simultaneously with the creation of shares for which
admission to official listing is being sought, shares of the same class are
subscribed for or placed privately or if shares of other classes are created for
public or private placing, details are to be given of the nature of such operations
and of the number and characteristics of the shares to which they relate.

9.

Unless otherwise described under the response to Item 10.C (Material
Contracts), describe the features of the underwriting relationship together with
the amount of securities being underwritten by each underwriter in privity of
contract with the company or selling shareholders. The foregoing information
should include a statement as to whether the underwriters are or will be
committed to take and to pay for all of the securities if any are taken, or whether
it is an agency or the type of “best efforts” arrangement under which the
underwriters are required to take and to pay for only such securities as they may
sell to the public.

10.

If any underwriter or other financial adviser has a material relationship with the
company, describe the nature and terms of such relationship.

C. Markets. The company shall disclose all stock exchanges and other regulated markets
on which the securities to be offered or listed are traded. When an application for
admission to any exchange and/or regulated market is being or will be sought, this
must be mentioned, without creating the impression that the listing necessarily will be

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approved. If known, the dates on which the shares will be listed and dealt in should be
given.
D. Selling shareholders. The following information shall be provided:
1.

The name and address of the person or entity offering to sell the shares, the
nature of any position, office or other material relationship that the selling
shareholder has had within the past three years with the company or any of its
predecessors or affiliates.

2.

The number and class of securities being offered by each of the selling
shareholders, and the percentage of the existing equity capital. The amount and
percentage of the securities for each particular type of securities beneficially held
by the selling shareholder before and immediately after the offering shall be
specified.

E. Dilution. The following information shall be provided:
1.

Where there is a substantial disparity between the public offering price and the
effective cash cost to directors or senior management, or affiliated persons, of
equity securities acquired by them in transactions during the past five years, or
which they have the right to acquire, include a comparison of the public
contribution in the proposed public offering and the effective cash contributions
of such persons.

2.

Disclose the amount and percentage of immediate dilution resulting from the
offering, computed as the difference between the offering price per share and the
net book value per share for the equivalent class of security, as of the latest
balance sheet date.

3.

In the case of a subscription offering to existing shareholders, disclose the
amount and percentage of immediate dilution if they do not subscribe to the new
offering.

F. Expenses of the issue. The following information shall be provided:
1.

The total amount of the discounts or commissions agreed upon by the
underwriters or other placement or selling agents and the company or offeror
shall be disclosed, as well as the percentage such commissions represent of the
total amount of the offering and the amount of discounts or commissions per
share.

2.

A reasonably itemized statement of the major categories of expenses incurred in
connection with the issuance and distribution of the securities to be listed or
offered and by whom the expenses are payable, if other than the company. If any
of the securities are to be offered for the account of a selling shareholder,
indicate the portion of such expenses to be borne by such shareholder. The

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information may be given subject to future contingencies. If the amounts of any
items are not known, estimates (identified as such) shall be given.
Instruction to Item 9: If you are using this Form as a registration statement under the Exchange
Act, provide only the information called for by Items 9.A.4-7 and 9.C. If you are using this Form
as an annual report, provide only the information called for by Items 9.A.4 and 9.C. If you are
providing this information in a Securities Act registration statement, provide the information
called for by the entire Item.
Instruction to Item 9.A: When you are required to state the title of the securities, the title must
indicate the type and general character of the securities, such as whether they are callable,
convertible or redeemable and whether there is any preference or fixed rate of dividends.
Instructions to Item 9.B:
1.

You may satisfy the requirement in Item 9.B.1 to provide the underwriters’ addresses
by giving the addresses of the lead underwriters for the offering.

2.

If previously you have not been required to file reports under section 13(a) or 15(d) of
the Exchange Act and any of the managing underwriters (or a majority of the principal
underwriters) has been organized, reactivated or first registered as a broker-dealer
within the past three years, disclose that fact. Also disclose, if true, that the principal
business function of this underwriter will be to sell the securities being registered or
that your promoters or founders have a material relationship with this underwriter.
Give enough details to provide a clear picture of the underwriter’s experience and its
relationship with you, your promoters or founders, and their controlling persons.

Instruction to Item 9.F: Major categories of expenses include at least the following: registration
fees, federal taxes, state taxes and fees, trustees’ and transfer agents’ fees, printing and
engraving costs, legal fees, accounting fees, engineering fees, and any premiums paid to insure
directors or officers for liabilities in connection with the registration, offer or sale of the
securities you are registering.
Item 10.

Additional Information.

The purpose of this standard is to provide information, most of which is of a statutory
nature, that is not covered elsewhere in the document.
A. Share capital. The following information shall be given as of the date of the most
recent balance sheet included in the financial statements and as of the latest practicable
date:
1.

The amount of issued capital and, for each class of share capital: (a) the number
of shares authorized; (b) the number of shares issued and fully paid and issued
but not fully paid; (c) the par value per share, or that the shares have no par
value; and (d) a reconciliation of the number of shares outstanding at the
beginning and end of the year. If more than 10% of capital has been paid for
with assets other than cash within the past five years, that fact should be stated.
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2.

If there are shares not representing capital, the number and main characteristics
of such shares shall be stated.

3.

Indicate the number, book value and face value of shares in the company held by
or on behalf of the company itself or by subsidiaries of the company.

4.

Where there is authorized but unissued capital or an undertaking to increase the
capital, for example, in connection with warrants, convertible obligations or
other outstanding equity-linked securities, or subscription rights granted,
indicate: (i) the amount of outstanding equity-linked securities and of such
authorized capital or capital increase and, where appropriate, the duration of the
authorization; (ii) the categories of persons having preferential subscription
rights for such additional portions of capital; and (iii) the terms, arrangements
and procedures for the share issue corresponding to such portions.

5.

The persons to whom any capital of any member of the group is under option or
agreed conditionally or unconditionally to be put under option, including the title
and amount of securities covered by the options; the exercise price; the purchase
price, if any; and the expiration date of the options, or an appropriate negative
statement. Where options have been granted or agreed to be granted to all the
holders of shares or debt securities, or of any class thereof, or to employees
under an employees’ share scheme, it will be sufficient so far as the names are
concerned, to record that fact without giving names.

6.

A history of share capital for the last three years identifying the events during
such period which have changed the amount of the issued capital and/or the
number and classes of shares of which it composed, together with a description
of changes in voting rights attached to the various classes of shares during that
time. Details should be given of the price and terms of any issue including
particulars of consideration where this was other than cash (including
information regarding discounts, special terms or installment payments). If there
are no such issues, an appropriate negative statement must be made. The reason
for any reduction of the amount of capital and the ratio of capital reductions also
shall be given.

7.

An indication of the resolutions, authorizations and approvals by virtue of which
the shares have been or will be created and/or issued, the nature of the issue and
amount thereof and the number of shares which have been or will be created
and/or issued, if predetermined.

B. Memorandum and articles of association. The following information shall be
provided:
1.

Indicate the registor and the entry number therein, if applicable, and describe the
company’s objects and purposes and where they can be found in the
memorandum and articles.

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2.

With respect to directors, provide a summary of any provisions of the company’s
articles of association or charter and bylaws with respect to: (a) a director’s
power to vote on a proposal, arrangement or contract in which the director is
materially interested; (b) the directors’ power, in the absence of an independent
quorum, to vote compensation to themselves or any members of their body; (c)
borrowing powers exercisable by the directors and how such borrowing powers
can be varied; (d) retirement or non-retirement of directors under an age limit
requirement; and (e) number of shares, if any, required for director’s
qualification.

3.

Describe the rights, preferences and restrictions attaching to each class of the
shares, including: (a) dividend rights, including the time limit after which
dividend entitlement lapses and an indication of the party in whose favor this
entitlement operates; (b) voting rights, including whether directors stand for
reelection at staggered intervals and the impact of that arrangement where
cumulative voting is permitted or required; (c) rights to share in the company’s
profits; (d) rights to share in any surplus in the event of liquidation; (e)
redemption provisions; (f) sinking fund provisions; (g) liability to further capital
calls by the company; and (h) any provision discriminating against any existing
or prospective holder of such securities as a result of such shareholder owning a
substantial number of shares.

4.

Describe what action is necessary to change the rights of holders of the stock,
indicating where the conditions are more significant than is required by law.

5.

Describe the conditions governing the manner in which annual general meetings
and extraordinary general meetings of shareholders are convoked, including the
conditions of admission.

6.

Describe any limitations on the rights to own securities, including the rights of
non-resident or foreign shareholders to hold or exercise voting rights on the
securities imposed by foreign law or by the charter or other constituent
document of the company or state that there are no such limitations if that is the
case.

7.

Describe briefly any provision of the company’s articles of association, charter
or bylaws that would have an effect of delaying, deferring or preventing a
change in control of the company and that would operate only with respect to a
merger, acquisition or corporate restructuring involving the company (or any of
its subsidiaries).

8.

Indicate the bylaw provisions, if any, governing the ownership threshold above
which shareholder ownership must be disclosed.

9.

With respect to items 2 through 8 above, if the law applicable to the company in
these areas is significantly different from that in the host country, the effect of
the law in these areas should be explained.

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10.

Describe the conditions imposed by the memorandum and articles of association
governing changes in the capital, where such conditions are more stringent than
is required by law.

C. Material contracts. Provide a summary of each material contract, other than contracts
entered into in the ordinary course of business, to which the company or any member
of the group is a party, for the two years immediately preceding publication of the
document, including dates, parties, general nature of the contracts, terms and
conditions, and amount of any consideration passing to or from the company or any
other member of the group.
D. Exchange controls. Describe any governmental laws, decrees, regulations or other
legislation of the home country of the company which may affect:
1.

the import or export of capital, including the availability of cash and cash
equivalents for use by the company’s group.

2.

the remittance of dividends, interest or other payments to nonresident holders of
the company’s securities.

E. Taxation. The company shall provide information regarding taxes (including
withholding provisions) to which shareholders in the host country may be subject.
Information should be included as to whether the company assumes responsibility for
the withholding of tax at the source and regarding applicable provisions of any
reciprocal tax treaties between the home and host countries, or a statement, if
applicable, that there are no such treaties.
F. Dividends and paying agents. Disclose the date on which the entitlement to dividends
arises, if known, and any procedures for nonresident holders to claim dividends.
Identify the financial organizations which, at the time of admission of shares to official
listing, are the paying agents of the company in the countries where admission has
taken place or is expected to take place.
G. Statement by experts. Where a statement or report attributed to a person as an expert is
included in the document, provide such person’s name, address and qualifications and
a statement to the effect that such statement or report is included, in the form and
context in which it is included, with the consent of that person, who has authorized the
contents of that part of the document.
H. Documents on display. The company shall provide an indication of where the
documents concerning the company which are referred to in the document may be
inspected. Exhibits and documents on display generally should be translated into the
language of the host country, or a summary in the host country language should be
provided.
I.

Subsidiary Information. Certain information relating to the company’s subsidiaries
must be provided in some countries, if the information is not otherwise called for by

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the body of generally accepted accounting principles used in preparing the financial
statements.
J.

Annual Report to Security Holders. If a registrant is required to provide an annual
report to security holders in response to the requirements of Form 6-K (§249.306 of
this chapter), the registrant must submit the annual report to security holders in
electronic format in accordance with the EDGAR Filer Manual.

Instructions to Item 10:
1.

In annual reports filed on Form 20-F:
(a)

You do not have to provide the information called for by Items 10.A, 10.F and
10.G; and

(b)

If the information called for by Item 10.B has been reported previously in a
registration statement on Form 20-F or a registration statement filed under the
Securities Act and has not changed, you may incorporate that information by a
specific reference in the annual report to the previous registration statement or,
to the extent that this information has been provided in the exhibit required by
instruction 2(d) of the Instructions as to Exhibits, you may refer to the exhibit for
this information.

2.

In registration statements filed under the Securities Act or the Exchange Act that relate
to securities other than common equity, you do not have to provide the information
called for by Items 10.A or 10.F.

3.

The information referred to in Item 10.I is not required for registration statements and
reports filed in the United States.

Item 11.

Quantitative and Qualitative Disclosures About Market Risk.

(a) Quantitative information about market risk.
(1)

Registrants shall provide, in their reporting currency, quantitative information
about market risk as of the end of the latest fiscal year, in accordance with one of
the following three disclosure alternatives. In preparing this quantitative
information, registrants shall categorize market risk sensitive instruments into
instruments entered into for trading purposes and instruments entered into for
purposes other than trading purposes. Within both the trading and other than
trading portfolios, separate quantitative information shall be presented, to the
extent material, for each market risk exposure category (i.e., interest rate risk,
foreign currency exchange rate risk, commodity price risk, and other relevant
market risks, such as equity price risk). A registrant may use one of the three
alternatives set forth below for all of the required quantitative disclosures about
market risk. A registrant also may choose, from among the three alternatives,
one disclosure alternative for market risk sensitive instruments entered into for
trading purposes and another disclosure alternative for market risk sensitive
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instruments entered into for other than trading purposes. Alternatively, a
registrant may choose any disclosure alternative, from among the three
alternatives, for each risk exposure category within the trading and other than
trading portfolios. The three disclosure alternatives are:
(i)

(A) (1) Tabular presentation of information related to market risk sensitive
instruments; such information shall include fair values of the market risk
sensitive instruments and contract terms sufficient to determine future cash
flows from those instruments, categorized by expected maturity dates.
(2) Tabular information relating to contract terms shall allow readers
of the table to determine expected cash flows from the market risk
sensitive instruments for each of the next five years. Comparable
tabular information for any remaining years shall be displayed as
an aggregate amount.
(3) Within each risk exposure category, the market risk sensitive
instruments shall be grouped based on common characteristics.
Within the foreign currency exchange rate risk category, the
market risk sensitive instruments shall be grouped by functional
currency and within the commodity price risk category, the
market risk sensitive instruments shall be grouped by type of
commodity.
(4) See the Appendix to this Item for a suggested format for
presentation of this information; and
(B)

(ii)

(A) Sensitivity analysis disclosures that express the potential loss in future
earnings, fair values, or cash flows of market risk sensitive instruments
resulting from one or more selected hypothetical changes in interest rates,
foreign currency exchange rates, commodity prices, and other relevant
market rates or prices over a selected period of time. The magnitude of
selected hypothetical changes in rates or prices may differ among and
within market risk exposure categories; and
(A)

(ii)

Registrants shall provide a description of the contents of the table
and any related assumptions necessary to understand the disclosures
required under paragraph (a)(1)(i)(A) of this Item 11; or

Registrants shall provide a description of the model, assumptions,
and parameters, which are necessary to understand the disclosures
required under paragraph (a)(1)(ii)(A) of this Item 11; or

(A) Value at risk disclosures that express the potential loss in future
earnings, fair values, or cash flows of market risk sensitive instruments
over a selected period of time, with a selected likelihood of occurrence,
from changes in interest rates, foreign currency exchange rates,
commodity prices, and other relevant market rates or prices;
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(B) (1) For each category for which value at risk disclosures are required
under paragraph (a)(1) (iii)(A) of this Item 11, provide either:
(i)

The average, high and low amounts, or the distribution of
the value at risk amounts for the reporting period; or

(ii)

The average, high and low amounts, or the distribution of
actual changes in fair values, earnings, or cash flows from
the market risk sensitive instruments occurring during the
reporting period; or

(iii) The percentage or number of times the actual changes in
fair values, earnings, or cash flows from the market risk
sensitive instruments exceeded the value at risk amounts
during the reporting period;
(2) Information required under paragraph (a)(1)(iii)(B)(1) of this Item
11 is not required for the first fiscal year end in which a registrant
must present Item 11 information; and
(C)

Registrants shall provide a description of the model, assumptions,
and parameters, which are necessary to understand the disclosures
required under paragraphs (a)(1)(iii)(A) and (B) of this Item 11.

(2)

Registrants shall discuss material limitations that cause the information required
under paragraph (a)(1) of this Item 11 not to reflect fully the net market risk
exposures of the entity. This discussion shall include summarized descriptions of
instruments, positions, and transactions omitted from the quantitative market risk
disclosure information or the features of instruments, positions, and transactions
that are included, but not reflected fully in the quantitative market risk disclosure
information.

(3)

Registrants shall present summarized market risk information for the preceding
fiscal year. In addition, registrants shall discuss the reasons for material
quantitative changes in market risk exposures between the current and preceding
fiscal years. Information required by this paragraph(a)(3), however, is not
required if disclosure is not required under paragraph (a)(1) of this Item 11 for
the current fiscal year. Information required by this paragraph (a)(3) is not
required for the first fiscal year end in which a registrant must present Item 11
information.

(4)

If registrants change disclosure alternatives or key model characteristics,
assumptions, and parameters used in providing quantitative information about
market risk (e.g., changing from tabular presentation to value at risk, changing
the scope of instruments included in the model, or changing the definition of loss
from fair values to earnings), and if the effects of any such change is material,
the registrant shall:

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(i)

Explain the reasons for the change; and

(ii)

Either provide summarized comparable information, under the new
disclosure method, for the year preceding the current year or, in addition to
providing disclosure for the current year under the new method, provide
disclosures for the current year and preceding fiscal year under the method
used in the preceding year.

Instruction to Item 11: An issuer filing financial statements that comply with IFRS as issued by
the IASB should, in providing information in response to paragraphs of this Item 11 that refer to
pronouncements of the FASB, provide disclosure that satisfies the objective of the Item 11
disclosure requirements. In responding to this Item 11, an issuer need not repeat information
contained in financial statements that comply with IFRS as issued by the IASB.
Instructions to Item 11(a).
1.

2.

Under Item 11(a)(1):
A.

For each market risk exposure category within the trading and other than trading
portfolios, registrants may report the average, high, and low sensitivity analysis or
value at risk amounts for the reporting period, as an alternative to reporting yearend amounts.

B.

In determining the average, high, and low amounts for the fiscal year under
instruction 1.A. of the Instructions to Item 11(a), registrants should use sensitivity
analysis or value at risk amounts relating to at least four equal time periods
throughout the reporting period (e.g., four quarter-end amounts, 12 month-end
amounts, or 52 week-end amounts).

C.

Functional currency means functional currency as defined by generally accepted
accounting principles (see, e.g., FASB ASC Master Glossary).

D.

Registrants using the sensitivity analysis and value at risk disclosure alternatives are
encouraged, but not required, to provide quantitative amounts that reflect the
aggregate market risk inherent in the trading and other than trading portfolios.

Under Item 11(a)(1)(i):
A.

Examples of contract terms sufficient to determine future cash flows from market risk
sensitive instruments include, but are not limited to:
i.

Debt instruments - principal amounts and weighted average effective interest
rates;

ii. Forwards and futures - contract amounts and weighted average settlement
prices;
iii. Options - contract amounts and weighted average strike prices;
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iv. Swaps - notional amounts, weighted average pay rates or prices, and weighted
average receive rates or prices; and
v.
B.

Complex instruments - likely to be a combination of the contract terms presented
in 2.A.i. through iv. of this Instruction;

When grouping based on common characteristics, instruments should be categorized,
at a minimum, by the following characteristics, when material:
i.

Fixed rate or variable rate assets or liabilities;

ii. Long or short forwards and futures;
iii. Written or purchased put or call options with similar strike prices;
iv. Receive fixed and pay variable swaps, receive variable and pay fixed swaps, and
receive variable and pay variable swaps;
v.

The currency in which the instruments’ cash flows are denominated;

vi. Financial instruments for which foreign currency transaction gains and losses
are reported in the same manner as translation adjustments under generally
accepted accounting principles (see, e.g., FASB ASC paragraph 830-20-35-3
(Foreign Currency Matters Topic).
vii. Derivatives used to manage risks inherent in anticipated transactions;
C.

Registrants may aggregate information regarding functional currencies that are
economically related, managed together for internal risk management purposes, and
have statistical correlations of greater than 75% over each of the past three years;

D.

Market risk sensitive instruments that are exposed to rate or price changes in more
than one market risk exposure category should be presented within the tabular
information for each of the risk exposure categories to which those instruments are
exposed;

E.

If a currency swap eliminates all foreign currency exposures in the cash flows of a
foreign currency denominated debt instrument, neither the currency swap nor the
foreign currency denominated debt instrument are required to be disclosed in the
foreign currency risk exposure category. However, both the currency swap and the
foreign currency denominated debt instrument should be disclosed in the interest rate
risk exposure category; and

F.

The contents of the table and related assumptions that should be described include,
but are not limited to:

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i.

The different amounts reported in the table for various categories of the market
risk sensitive instruments (e.g., principal amounts for debt, notional amounts for
swaps, and contract amounts for options and futures);

ii. The different types of reported market rates or prices (e.g., contractual rates or
prices, spot rates or prices, forward rates or prices); and
iii. Key prepayment or reinvestment assumptions relating to the timing of reported
amounts.
3.

Under Item 11(a)(1)(ii):
A.

Registrants should select hypothetical changes in market rates or prices that are
expected to reflect reasonably possible near-term changes in those rates and prices.
In this regard, absent economic justification for the selection of a different amount,
registrants should use changes that are not less than 10 percent of end of period
market rates or prices;

B.

For purposes of instruction 3.A. of the Instructions to Item 11(a), the term
reasonably possible has the same meaning as defined by generally accepted
accounting principles (see, e.g., FASB ASC Master Glossary);

C.

For purposes of instruction 3.A. of the Instructions to Item 11(a), the term near term
means a period of time going forward up to one year from the date of the financial
statements (see FASB ASC Master Glossary);

D.

Market risk sensitive instruments that are exposed to rate or price changes in more
than one market risk exposure category should be included in the sensitivity analysis
disclosures for each market risk category to which those instruments are exposed;

E.

Registrants with multiple foreign currency exchange rate exposures should prepare
foreign currency sensitivity analysis disclosures that measure the aggregate
sensitivity to changes in all foreign currency exchange rate exposures, including the
effects of changes in both transactional currency/functional currency exchange rate
exposures and functional currency/reporting currency exchange rate exposures. For
example, assume a French division of a registrant presenting its financial statements
in U.S. dollars ($US) invests in a deutschmark (DM)-denominated debt security. In
these circumstances, the $US is the reporting currency and the DM is the
transactional currency. In addition, assume this division determines that the French
franc (FF) is its functional currency according to FASB ASC Topic 830, Foreign
Currency Matters. In preparing the foreign currency sensitivity analysis disclosures,
this registrant should report the aggregate potential loss from hypothetical changes
in both the DM/FF exchange rate exposure and the FF/$US exchange rate exposure;
and

F.

Model, assumptions, and parameters that should be described include, but are not
limited to, how loss is defined by the model (e.g., loss in earnings, fair values, or
cash flows), a general description of the modeling technique (e.g., duration
49 of 105

modeling, modeling that measures the change in net present values arising from
selected hypothetical changes in market rates or prices, and a description as to how
optionality is addressed by the model), the types of instruments covered by the model
(e.g., derivative financial instruments, other financial instruments, derivative
commodity instruments, and whether other instruments are included voluntarily, such
as certain commodity instruments and positions, cash flows from anticipated
transactions, and certain financial instruments excluded under instruction 3.C.ii. of
the General Instructions to Items 11(a) and 11(b)), and other relevant information
about the model’s assumptions and parameters, (e.g., the magnitude and timing of
selected hypothetical changes in market rates or prices used, the method by which
discount rates are determined, and key prepayment or reinvestment assumptions).
4.

Under Item 11(a)(1)(iii):
A.

The confidence intervals selected should reflect reasonably possible near-term
changes in market rates and prices. In this regard, absent economic justification for
the selection of different confidence intervals, registrants should use intervals that
are 95 percent or higher;

B.

For purposes of instruction 4.A. of the Instructions to Item 11(a), the term
reasonably possible has the same meaning as defined by generally accepted
accounting principles (see, e.g., FASB ASC Master Glossary);

C.

For purposes of instruction 4.A. of the Instructions to Item 11(a), the term near term
means a period of time going forward up to one year from the date of the financial
statements (see FASB ASC Master Glossary);

D.

Registrants with multiple foreign currency exchange rate exposures should prepare
foreign currency value at risk analysis disclosures that measure the aggregate
sensitivity to changes in all foreign currency exchange rate exposures, including the
aggregate effects of changes in both transactional currency/functional currency
exchange rate exposures and functional currency/reporting currency exchange rate
exposures. For example, assume a French division of a registrant presenting its
financial statements in U.S. dollars ($US) invests in a deutschmark(DM)denominated debt security. In these circumstances, the $US is the reporting currency
and the DM is the transactional currency. In addition, assume this division
determines that the French franc (FF) is its functional currency according to FASB
ASC Topic 830, Foreign Currency Matters. In preparing the foreign currency value
at risk disclosures, this registrant should report the aggregate potential loss from
hypothetical changes in both the DM/FF exchange rate exposure and the FF/$US
exchange rate exposure; and

E.

Model, assumptions, and parameters that should be described include, but are not
limited to, how loss is defined by the model (e.g., loss in earnings, fair values, or
cash flows), the type of model used (e.g., variance/covariance, historical simulation,
or Monte Carlo simulation and a description as to how optionality is addressed by
the model), the types of instruments covered by the model (e.g., derivative financial

50 of 105

instruments, other financial instruments, derivative commodity instruments, and
whether other instruments are included voluntarily, such ascertain commodity
instruments and positions, cash flows from anticipated transactions, and certain
financial instruments excluded under instruction 3.C.ii. of the General Instructions to
Items 11(a) and 11(b)), and other relevant information about the model’s
assumptions and parameters, (e.g., holding periods, confidence intervals, and, when
appropriate, the methods used for aggregating value at risk amounts across market
risk exposure categories, such as by assuming perfect positive correlation,
independence, or actual observed correlation).
5.

Under Item 11(a)(2), limitations that should be considered include, but are not limited to:
A.

The exclusion of certain market risk sensitive instruments, positions, and
transactions from the disclosures required under Item 11(a)(1) (e.g., derivative
commodity instruments not permitted by contract or business custom to be settled in
cash or with another financial instrument, commodity positions, cash flows from
anticipated transactions, and certain financial instruments excluded under
instruction 3.C.ii. of the General Instructions to Items 11(a) and 11(b)). Failure to
include such instruments, positions, and transactions in preparing the disclosures
under Item 11(a)(1) may be a limitation because the resulting disclosures may not
fully reflect the net market risk of a registrant; and

B.

The ability of disclosures required under Item 11(a)(1) to reflect fully the market risk
that may be inherent in instruments with leverage, option, or prepayment features
(e.g., options, including written options, structured notes, collateralized mortgage
obligations, leveraged swaps, and options embedded in swaps).

[end of Instructions to Item 11(a)]
(b) Qualitative information about market risk.
(1)

To the extent material, describe:
(i)

The registrant’s primary market risk exposures;

(ii)

How those exposures are managed. Such descriptions shall include, but not
be limited to, a discussion of the objectives, general strategies, and
instruments, if any, used to manage those exposures; and

(iii) Changes in either the registrant’s primary market risk exposures or how
those exposures are managed, when compared to what was in effect during
the most recently completed fiscal year and what is known or expected to
be in effect in future reporting periods.
(2)

Qualitative information about market risk shall be presented separately for
market risk sensitive instruments entered into for trading purposes and those
entered into for purposes other than trading.

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Instructions to Item 11(b).
1.

2.

For purposes of disclosure under Item 11(b), primary market risk exposures means:
A.

The following categories of market risk: interest rate risk, foreign currency exchange
rate risk, commodity price risk, and other relevant market rate or price risks (e.g.,
equity price risk); and

B.

Within each of these categories, the particular markets that present the primary risk
of loss to the registrant. For example, if a registrant has a material exposure to
foreign currency exchange rate risk and, within this category of market risk, is most
vulnerable to changes in dollar/yen, dollar/pound, and dollar/peso exchange rates,
the registrant should disclose those exposures. Similarly, if a registrant has a
material exposure to interest rate risk and, within this category of market risk, is
most vulnerable to changes in short-term U.S. prime interest rates, it should disclose
the existence of that exposure.

For purposes of disclosure under Item 11(b), registrants should describe primary market
risk exposures that exist as of the end of the latest fiscal year, and how those exposures are
managed.

General Instructions to Items 11(a) and 11(b).
1.

The disclosures called for by Items 11(a) and 11(b) are intended to clarify the registrant’s
exposures to market risk associated with activities in derivative financial instruments, other
financial instruments, and derivative commodity instruments.

2.

In preparing the disclosures under Items 11(a) and 11(b), registrants are required to
include derivative financial instruments, other financial instruments, and derivative
commodity instruments.

3.

For purposes of Items 11(a) and 11(b), derivative financial instruments, other financial
instruments, and derivative commodity instruments (collectively referred to as “market risk
sensitive instruments”) are defined as follows:
A.

Derivative financial instruments has the same meaning as defined by generally
accepted accounting principles (see, e.g., FASB ASC Master Glossary), and includes
futures, forwards, swaps, options, and other financial instruments with similar
characteristics;

B.

Other financial instruments means all financial instruments as defined by generally
accepted accounting principles for which fair value disclosures are required (see,
e.g., FASB ASC paragraph 825-10-5--8 (Financial Instruments Topic)), except for
derivative financial instruments, as defined above;

C.

i. Other financial instruments include, but are not limited to, trade accounts
receivable, investments, loans, structured notes, mortgage-backed securities, trade

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accounts payable, indexed debt instruments, interest-only and principal-only
obligations, deposits, and other debt obligations;
ii. Other financial instruments exclude employers and plans obligations for pension
and other post-retirement benefits, substantively extinguished debt, insurance
contracts, lease contracts, warranty obligations and rights, unconditional
purchase obligations, investments accounted for under the equity method,
minority interests in consolidated enterprises, and equity instruments issued by
the registrant and classified in stockholders’ equity in the statement of financial
position (see, e.g., FASB ASC paragraph 825-10-50-8). For purposes of this
item, trade accounts receivable and trade accounts payable need not be
considered other financial instruments when their carrying amounts
approximate fair value; and
D.

4.

A.

Derivative commodity instruments include, to the extent such instruments are not
derivative financial instruments, commodity futures, commodity forwards, commodity
swaps, commodity options, and other commodity instruments with similar
characteristics that are permitted by contract or business custom to be settled in cash
or with another financial instrument. For purposes of this paragraph, settlement in
cash includes settlement in cash of the net change in value of the derivative
commodity instrument (e.g., net cash settlement based on changes in the price of the
underlying commodity).
In addition to providing required disclosures for the market risk sensitive instruments
defined in instruction 2. of the General Instructions to Items 11(a) and 11(b),
registrants are encouraged to include other market risk sensitive instruments,
positions, and transactions within the disclosures required under Items 11(a) and
11(b). Such instruments, positions, and transactions might include commodity
positions, derivative commodity instruments that are not permitted by contract or
business custom to be settled in cash or with another financial instrument, cash flows
from anticipated transactions, and certain financial instruments excluded under
instruction 3.C.ii. of the General Instructions to Items 11(a) and 11(b).

B.

Registrants that voluntarily include other market risk sensitive instruments, positions
and transactions within their quantitative disclosures about market risk under the
sensitivity analysis or value at risk disclosure alternatives are not required to
provide separate market risk disclosures for any voluntarily selected instruments,
positions, or transactions. Instead, registrants selecting the sensitivity analysis and
value at risk disclosure alternatives are permitted to present comprehensive market
risk disclosures, which reflect the combined market risk exposures inherent in both
the required and any voluntarily selected instruments, position, or transactions.
Registrants that choose the tabular presentation disclosure alternative should
present voluntarily selected instruments, positions, or transactions in a manner
consistent with the requirements in Item 11(a) for market risk sensitive instruments.

C.

If a registrant elects to include voluntarily a particular type of instrument, position,
or transaction in their quantitative disclosures about market risk, that registrant
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should include all, rather than some, of those instruments, positions, or transactions
within those disclosures. For example, if a registrant holds in inventory a particular
type of commodity position and elects to include that commodity position within their
market risk disclosures, the registrant should include the entire commodity position,
rather than only a portion thereof, in their quantitative disclosures about market risk.
5.

A.

Under Items 11(a) and 11(b), a materiality assessment should be made for each
market risk exposure category within the trading and other than trading portfolios.

B.

For purposes of making the materiality assessment under instruction 5.A. of the
General Instructions to Items 11(a) and 11(b), registrants should evaluate both:
i.

The materiality of the fair values of derivative financial instruments, other
financial instruments, and derivative commodity instruments outstanding as of
the end of the latest fiscal year; and

ii. The materiality of potential, near-term losses in future earnings, fair values, and
cash flows from reasonably possible near-term changes in market rates or
prices.
iii. If either paragraphs B.i. or B.ii. in this instruction of the General Instructions to
Items 11(a) and 11(b) are material, the registrant should disclose quantitative
and qualitative information about market risk, if such market risk for the
particular market risk exposure category is material.
C.

For purposes of instruction 5.B.i. of the General Instructions to Items 11(a) and
11(b), registrants generally should not net fair values, except to the extent allowed
under generally accepted accounting principles (see, e.g., FASB ASC Subtopic 21020, Balance Sheet - Offsetting). For example, under this instruction, the fair value of
assets generally should not be netted with the fair value of liabilities.

D.

For purposes of instruction 5.B.ii. of the General Instructions to Items 11(a) and
11(b), registrants should consider, among other things, the magnitude of:
i.

Past market movements;

ii. Reasonably possible, near-term market movements; and
iii. Potential losses that may arise from leverage, option, and multiplier features.
E.

For purposes of instructions 5.B.ii. and 5.D.ii. of the General Instructions to Items
11(a) and 11(b), the term near term means a period of time going forward up to one
year from the date of the financial statements (see FASB ASC Master Glossary).

F.

For the purpose of instructions 5.B.ii. and 5.D.ii. of the General Instructions to Items
11(a) and 11(b), the term reasonably possible has the same meaning as defined by
generally accepted accounting principles (see, e.g., FASB ASC Master Glossary).

54 of 105

6.

For purposes of Items 11(a) and 11(b), registrants should present the information outside
of, and not incorporate the information into, the financial statements (including the
footnotes to the financial statements). In addition, registrants are encouraged to provide
the required information in one location. However, alternative presentation, such as
inclusion of all or part of the information in Management’s Discussion and Analysis, may
be used at the discretion of the registrant. If information is disclosed in more than one
location, registrants should provide cross-references to the locations of the related
disclosures.

7.

For purposes of the instructions to Items 11(a) and 11(b), trading purposes means dealing
and other trading activities measured at fair value with gains and losses recognized in
earnings). In addition, anticipated transactions means transactions (other than
transactions involving existing assets or liabilities or transactions necessitated by existing
firm commitments) an enterprise expects, but is not obligated, to carry out in the normal
course of business.

[end of General Instructions to Items 11(a) and 11(b)]
(c) Interim periods. If interim period financial statements are included or are required to
be included by Article 3 of Regulation S-X (17 CFR 210), discussion and analysis
shall be provided so as to enable the reader to assess the sources and effects of material
changes in information that would be provided under Item 11 of Form 20-F from the
end of the preceding fiscal year to the date of the most recent interim balance sheet.
Instructions to Item 11(c).
1.

Information required by paragraph (c) of this Item 11 is not required until after the
first fiscal year end in which this Item 11 is applicable.

(d) Safe Harbor.
(1)

The safe harbor provided in Section 27A of the Securities Act of 1933 (15
U.S.C. 77z-2) and Section 21E of the Securities Exchange Act of 1934 (15
U.S.C. 78u-5) (“statutory safe harbors”) shall apply, with respect to all types of
issuers and transactions, to information provided pursuant to paragraphs (a), (b),
and (c) of this Item 11, provided that the disclosure is made by an issuer; a
person acting on behalf of the issuer; an outside reviewer retained by the issuer
making a statement on behalf of the issuer; or an underwriter, with respect to
information provided by the issuer or information derived from information
provided by the issuer.

(2)

For purposes of this paragraph (d) of this Item 11 only:
(i)

All information required by paragraphs (a), (b)(1)(i), (b)(1)(iii), and (c) of
this Item 11 is considered forward looking statements for purposes of the
statutory safe harbors, except for historical facts such as the terms of
particular contracts and the number of market risk sensitive instruments
held during or at the end of the reporting period; and
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(ii)

With respect to paragraph (a) of this Item 11, the meaningful cautionary
statements prong of the statutory safe harbors will be satisfied if a
registrant satisfies all requirements of that same paragraph (a) of this Item
11.

(e) Smaller reporting companies. Smaller reporting companies, as defined in §230.405 of
this chapter and §240.12b-2 of this chapter, need not provide the information required
by this Item 11, whether or not they file on forms specially designated as smaller
reporting company [or small business issuer] forms.
General Instructions to Items 11(a), 11(b), 11(c), 11(d), and 11(e).
1.

[Reserved]

2.

A.

For purposes of instruction 1. of the General Instructions to Items 11(a), 11(b),
11(c), 11(d), and 11(e), bank registrants and thrift registrants include any
registrant which has control over a depository institution.

B.

For purposes of instruction 2.A. of the General Instructions to Items 11(a), 11(b),
11(c), 11(d), and 11(e), a registrant has control over a depository institution if:
i.

The registrant directly or indirectly or acting through one or more other persons
owns, controls, or has power to vote 25% or more of any class of voting
securities of the depository institution;

ii. The registrant controls in any manner the election of a majority of the directors
or trustees of the depository institution; or
iii. The Federal Reserve Board or Office of Thrift Supervision determines, after
notice and opportunity for hearing, that the registrant directly or indirectly
exercises a controlling influence over the management or policies of the
depository institution;
C.

For purposes of instruction 2.B. of the General Instructions to Items 11(a), 11(b),
11(c), 11(d), and 11(e), a depository institution means any of the following:
iv. An insured depository institution as defined in section 3(c)(2) of the Federal
Deposit Insurance Act (12 U.S.C.A. Sec.1813 (c));
v.

D.

An institution organized under the laws of the United States, any State of the
United States, the District of Columbia, any territory of the United States,
Puerto Rico, Guam, American Samoa, or the Virgin Islands, which both accepts
demand deposits or deposits that the depositor may withdraw by check or
similar means for payment to third parties or others and is engaged in the
business of making commercial loans.
For purposes of instruction 1. of the General Instructions to Items 11(a), 11(b),
11(c), 11(d), and 11(e), market capitalization is the aggregate market value of
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common equity as set forth in General Instruction I.B.1. of Form S-3; provided
however, that common equity held by affiliates is included in the calculation of
market capitalization; and provided further that instead of using the 60 day
period prior to filing referenced in General Instruction I.B.1. of Form S-3, the
measurement date is January 28, 1997.

57 of 105

Appendix to Item 11 - Tabular Disclosures
The tables set forth below are illustrative of the format that might be used when a registrant
elects to present the information required by paragraph (a)(1)(i)(A) of Item 11 regarding terms
and information about derivative financial instruments, other financial instruments, and
derivative commodity instruments. These examples are for illustrative purposes only. Registrants
are not required to display the information in the specific format illustrated below. Alternative
methods of display are permissible as long as the disclosure requirements of the section are
satisfied. Furthermore, these examples were designed primarily to illustrate possible formats for
presentation of the information required by the disclosure item and do not purport to illustrate the
broad range of derivative financial instruments, other financial instruments, and derivative
commodity instruments utilized by registrants.
Interest Rate Sensitivity
The table below provides information about the Company’s derivative financial
instruments and other financial instruments that are sensitive to changes in interest rates,
including interest rate swaps and debt obligations. For debt obligations, the table presents
principal cash flows and related weighted average interest rates by expected maturity dates. For
interest rate swaps, the table presents notional amounts and weighted average interest rates by
expected (contractual) maturity dates. Notional amounts are used to calculate the contractual
payments to be exchanged under the contract. Weighted average variable rates are based on
implied forward rates in the yield curve at the reporting date. The information is presented in
U.S. dollar equivalents, which is the Company’s reporting currency. The instrument’s actual cash
flows are denominated in both U.S. dollars ($US) and German deutschmarks (DM), as indicated
in parentheses.

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December 31, 19x1
Expected Maturity Date
Fair
Thereafter
Total
Value
(US$ Equivalent in millions) 1

Liabilities
Long-term Debt
Fixed Rate ($US)
Average interest rate

19x2

19x3

19x4

19x5

19x6

$XXX
X.X%

$XXX
X.X%

$XXX
X.X%

$XXX
X.X%

$XXX
X.X%

$XXX
X.X%

$XXX
X.X%

$XXX

Fixed Rate (DM)
Average interest rate

XXX
X.X%

XXX
X.X%

XXX
X.X%

XXX
X.X%

XXX
X.X%

XXX
X.X%

XXX
X.X%

XXX

Variable Rate ($US)
Average interest rate

XXX
X.X%

XXX
X.X%

XXX
X.X%

XXX
X.X%

XXX
X.X%

XXX
X.X%

XXX
X.X%

XXX

Expected Maturity Rate
Fair
Total
Value
(In millions)

Interest Rate Derivatives
Interest Rate Swaps
Variable to Fixed ($US)
Average pay rate
Average receive rate

19x2

19x3

19x4

19x5

19x6

Thereafter

$XXX
X.X%
X.X%

$XXX
X.X%
X.X%

$XXX
X.X%
X.X%

$XXX
X.X%
X.X%

$XXX
X.X%
X.X%

$XXX
X.X%
X.X%

$XXX
X.X%
X.X%

$XXX

Fixed to Variable ($US)
Average pay rate
Average receive rate

XXX
X.X%
X.X%

XXX
X.X%
X.X%

XXX
X.X%
X.X%

XXX
X.X%
X.X%

XXX
X.X%
X.X%

XXX
X.X%
X.X%

XXX
X.X%
X.X%

XXX

Exchange Rate Sensitivity
The table below provides information about the Company’s derivative financial
instruments, other financial instruments, and firmly committed sales transactions by functional
currency and presents such information in U.S. dollar equivalents.1 The table summarizes
information on instruments and transactions that are sensitive to foreign currency exchange rates,
including foreign currency forward exchange agreements, deutschmark (DM)-denominated debt
obligations, and firmly committed DM sales transactions. For debt obligations, the table presents
principal cash flows and related weighted average interest rates by expected maturity dates. For
firmly committed DM-sales transactions, sales amounts are presented by the expected transaction
date, which are not expected to exceed two years. For foreign currency forward exchange
agreements, the table presents the notional amounts and weighted average exchange rates by
expected (contractual) maturity dates. These notional amounts generally are used to calculate the
contractual payments to be exchanged under the contract.

1

The information is presented in U.S. dollars because that is the registrant’s reporting currency.

59 of 105

December 31, 19x1
Expected Maturity Date
On Balance Sheet
Financial Instruments
$US Functional Currency 2
Liabilities
Long-Term Debt
Fixed Rate (DM)
Average interest rate

19x2

19x3

19x4

19x5

19x6

Total

Fair
Value

.
.
.
$XXX
.
X.X

.
.
.
$XXX
.
X.X

.
.
.
$XXX
.
.

Thereafter

Total

Fair
Value

Thereafter

(US$ Equivalent in millions)
.
.
.
$XXX
.
X.X

.
.
.
$XXX
.
X.X

.
.
.
$XXX
.
X.X

.
.
.
$XXX
.
X.X

.
.
.
$XXX
.
X.X

Expected Maturity or Transaction Date
Anticipated Transactions
and Related Derivatives 3
$US Functional Currency
Firmly committed
transactions:
Sales Contracts (DM)
Forward Exchange
Agreements
(Receive $US/Pay DM)
Contract Amount
Average Contractual
Exchange Rate

19x2

19x3

19x4

19x5

19x6

(US$ Equivalent in millions)

$XXX

$XXX

-

-

-

-

$XXX

$XXX

XXX

XXX

-

-

-

-

XXX

XXX

X.X

X.X

-

-

-

-

X.X

.

Commodity Price Sensitivity
The table below provides information about the Company’s corn inventory and futures
contracts that are sensitive to changes in commodity prices, specifically corn prices. For
inventory, the table presents the carrying amount and fair value at December 31, 19x1. For the
futures contracts the table presents the notional amounts in bushels, the weighted average
contract prices, and the total dollar contract amount by expected maturity dates, the latest of
which occurs one year from the reporting date. Contract amounts are used to calculate the
contractual payments and quantity of corn to be exchanged under the futures contracts.

Similar tabular information would be provided for other functional currencies.
Pursuant to General Instruction 4 to Items 11(a) and 11(b) of Form 20-F, registrants may include cash flows from
anticipated transactions and operating cash flows resulting from non-financial and non-commodity instruments.

2
3

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December 31, 19x1
On Balance Sheet Commodity
Position and Related Derivatives
.
.
Corn Inventory

Related Derivatives
.
Futures Contracts (Short)
Contracts Values (100,000 bushels)
Weighted Average Price (Per 100,000 bushels)
Contract Amount ($US in millions)

Item 12.

.
.
.
.
Carrying
Fair
Amount
Value
(In millions)
$XXX
$XXX 4

Expected
Maturity
1992

Fair
Value

XXX
$X.XX
$XXX

$XXX

Description of Securities Other than Equity Securities.

A. Debt Securities. If you are registering debt securities, provide the following
information if it is relevant to the securities you are registering.
1.

Information about interest, conversions, maturity, redemption, amortization,
sinking funds or retirement.

2.

The kind and priority of any lien securing the issue, as well as a brief
identification of the principal properties subject to each lien.

3.

Subordination of the rights of holders of the securities to other security holders
or creditors. If the securities are designated in their title as subordinated, give the
aggregate amount of outstanding indebtedness as of the most recent practicable
date that is senior to the subordinated debt and briefly describe any limitations
on the issuance of additional senior indebtedness, or state that there is no
limitation.

4.

Information about provisions restricting the declaration of dividends or requiring
the creation or maintenance of any reserves or of any ratio of assets or requiring
the maintenance of properties.

5.

Information about provisions permitting or restricting the issuance of additional
securities, the withdrawal of cash deposited against the issuance of additional

Pursuant to General Instruction 4 to Items 305(a) and 305(b) of Regulation S-K, registrants may include
information on commodity positions, such as corn inventory.

4

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securities, the incurring of additional debt, the release or substitution of assets
securing the issue, the modification of the terms of the security and similar
provisions. You do not need to describe provisions permitting the release of
assets upon the deposit of equivalent funds or the pledge of equivalent property,
the release of property no longer required in the business, obsolete property or
property taken by eminent domain, the application of insurance monies, and
similar provisions.
6.

The general type of event that constitutes a default and whether or not you are
required to provide periodic evidence of the absence of a default or of
compliance with the terms of the indenture.

7.

Modification of the terms of the security or the rights of security holders.

8.

If the rights evidenced by the securities you are registering are or may be
materially limited or qualified by the rights of any other authorized class of
securities, provide enough information about the other class of securities so
investors will understand the rights evidenced by the securities you are
registering. You do not need to provide information about the other class of
securities if all of it will be retired, as long as you have taken appropriate steps to
ensure that retirement will be completed on or before the time you deliver the
securities you are registering.

9.

The tax effects of any “original issue discount” as that term is defined in Section
1232 of the Internal Revenue Code (26 U.S.C. 1232), including cases where the
debt security is being sold in a package with another security and the allocation
of the offering price between the two securities may have the effect of offering
the debt security at an original issue discount.

10.

The name and address of the trustee and the nature of any material relationship
between the trustee and you or any of your affiliates, the percentage of the class
of securities that is needed to require the trustee to take action, and what
indemnification the trustee may require before proceeding to enforce the lien.

11.

The names and addresses of the paying agents.

12.

The currency or currencies in which the debt is payable. If the debt may be paid
in two or more currencies, state who has the option to determine the currency
conversion and what the basis will be for that determination.

13.

Any law or decree determining the extent to which the securities may be
serviced.

14.

The consequences of any failure to pay principal, interest, or any sinking or
amortization installment.

15.

If the securities are guaranteed, the name of the guarantor and a brief outline of
the contract of guarantee.
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B. Warrants and Rights. If the securities you are registering are being offered pursuant to
warrants or rights, provide the following information, in addition to the description of
the securities the warrants or rights represent.
1.

The amount of securities called for by the warrants or rights.

2.

The period during and the price at which the warrants or rights are exercisable.

3.

The amount of warrants or rights outstanding.

4.

Provisions for changes or adjustments in the exercise price.

5.

Any other material terms of the warrants or rights.

C. Other Securities. If you are registering securities other than equity, debt, warrants or
rights, briefly describe the rights evidenced by the securities you are registering. The
description should be comparable in detail to the description you would be required to
provide for equity, debt, warrants or rights.
D. American Depositary Shares. If you are registering securities represented by American
Depositary Receipts, provide the following information.
1.

Give the name of the depositary and the address of its principal executive office.

2.

Give the title of the American Depositary Receipts and identify the deposited
security. Briefly describe the American depositary shares, including provisions,
if any, regarding:
(a) the amount of deposited securities represented by one unit of American
Depositary Receipts;
(b) any procedure for voting the deposited securities;
(c) the procedure for collecting and distributing dividends;
(d) the procedures for transmitting notices, reports and proxy soliciting material;
(e) the sale or exercise of rights;
(f) the deposit or sale of securities resulting from dividends, splits or plans of
reorganization;
(g) amendment, extension or termination of the deposit arrangements;
(h) the rights that holders of American Depositary Receipts have to inspect the
books of the depositary and the list of receipt holders;
(i) any restrictions on the right to transfer or withdraw the underlying securities;
and
63 of 105

(j) any limitation on the depositary’s liability.
3.

Describe all fees and charges that a holder of American Depositary Receipts may
have to pay, either directly or indirectly. Indicate the type of service, the amount
of the fees or charges and to whom the fees or charges are paid. In particular,
provide information about any fees or charges in connection with (a) depositing
or substituting the underlying shares; (b) receiving or distributing dividends; (c)
selling or exercising rights; (d) withdrawing an underlying security; and (e)
transferring, splitting or grouping receipts; and (f) general depositary services,
particularly those charged on an annual basis. Provide information about the
depositary’s right, if any, to collect fees and charges by offsetting them against
dividends received and deposited securities.

4.

In addition, describe all fees and other direct and indirect payments made by the
depositary to the foreign issuer of the deposited securities.

Instructions to Item 12:
1.

If you are using the form as an annual report, provide the information required by Item
12.D.3 and Item 12.D.4 under this Item of your annual report and provide the
remainder of the information required by this Item in an exhibit to such report pursuant
to paragraph 2(d) of Instructions as to Exhibits.

2.

You do not need to include any information in a registration statement, prospectus, or
annual report on Form 20-F in response to Item 305(a)(2) of the Trust Indenture Act of
1939, 15 U.S.C. 77aaa et seq., as amended, if the information is not otherwise required
by this Item or Instruction 2(d) under Instructions as to Exhibits of this Form.

3.

If you are registering convertible securities or stock purchase warrants that are subject
to redemption or call, include the following information in your description of the
securities.

4.

a.

Whether holders will forfeit the right to convert or purchase the securities unless
they exercise that right before the date specified in the notice of redemption or
call;

b.

The expiration or termination date of the warrants;

c.

The kinds, frequency and timing of the redemption or call notice, including the
cities or newspapers in which you will publish the notice; and

d.

In the case of bearer securities, that investors are responsible for making
arrangements to avoid losing the right to convert or purchase if there is a
redemption or call, such as by reading the newspapers in which you will publish
the redemption or call notice.

When you are required to state the title of the securities, the title must indicate the type
and general character of the securities.
64 of 105

PART II
Item 13.

Defaults, Dividend Arrearages and Delinquencies.

A. If there has been:
1.

a material default in the payment of principal, interest, a sinking or purchase
fund installment, or

2.

any other material default not cured within 30 days, relating to indebtedness of
you or any of your significant subsidiaries, and if the amount of the indebtedness
exceeds 5% of your total assets on a consolidated basis, identify the indebtedness
and state the nature of the default. If the default falls under paragraph A.1 above,
state the amount of the default and the total arrearage on the date you file this
report.

B. If the payment of dividends is in arrears or there has been any other material
delinquency not cured within 30 days, relating to:
1.

any class of your preferred stock which is registered or ranks prior to any class
of registered securities, or

2.

any class of preferred stock of your significant subsidiaries, state the title of the
class and the nature of the arrearage or delinquency. If the payment of dividends
is in arrears, state the amount of this arrearage and the total arrearage on the date
you file this report.

Instructions to Item 13:
1.

If you previously have reported information called for by this item in a report on Form
6-K, you may incorporate the information by specifically referring in this report to the
previous report.

2.

You do not have to provide the information called for by this Item if the default or
arrearage relates to a class of securities held entirely by or for the account of you or
any of your wholly owned subsidiaries.

Instructions to Item 13.A: This requirement only applies to events that have become defaults
under the governing instruments, i.e., after any grace period has expired and any notice
requirements have been satisfied.
Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds.

A. If you or anyone else has modified materially the instruments defining the rights of
holders of any class of registered securities, identify that class of securities and briefly
describe the general effect of the modification on the rights of those security holders.

65 of 105

B. If you or anyone else has modified materially or qualified the rights evidenced by any
class of registered securities by issuing or modifying any other class of securities,
briefly describe the general effect of the issuance or modification on the rights of
holders of the registered securities.
C. If you or anyone else has withdrawn or substituted a material amount of the assets
securing any class of your registered securities, provide the following information.
1.

Give the title of the securities.

2.

Identify and describe briefly the assets withdrawn or substituted.

3.

Indicate the provisions in the underlying indenture, if any, that authorize the
withdrawal or substitution.

D. If the trustees or paying agents for any registered securities have changed during the
last financial year, give the names and addresses of the new trustees or paying agents.
E. Use of proceeds. If required pursuant to Rule 463 under the Securities Act, report the
use of proceeds after the effective date of the first Securities Act registration statement
filed by you or your predecessor. You must report the use of proceeds:
(i) on the first Form 20-F annual report you file pursuant to sections 13(a)
and 15(d) of the Exchange Act after the Securities Act registration
statement is effective, and
(ii) on each of your subsequent Form 20-F annual reports filed pursuant to
sections 13(a) and 15(d) of the Exchange Act.
You may cease reporting the use of proceeds on the later of the date you disclose
application of all the offering proceeds, or the date you disclose termination of the
offering. If a required report on the use of proceeds relates to the first effective
registration statement of your predecessor, you must provide the report.
Provide the information required by paragraphs E.1 through E.4 below in the first
Form 20-F annual report you file pursuant to sections 13(a) and 15 (d) of the
Exchange Act. In subsequent Form 20-F annual reports, you only need to provide
the information required by paragraphs E.2 through E.4 if that information has
changed since the last Form 20-F annual report you filed.
1.

The effective date of the Securities Act registration statement for which the
use of proceeds information is being disclosed and the Commission file
number assigned to that registration statement;

2.

The offering date, if the offering has commenced, or an explanation of why it
has not commenced;

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3.

If the offering terminated before any securities were sold, an explanation for
the termination; and

4.

If the offering did not terminate before any securities were sold, disclose:
(a) Whether the offering has terminated and, if so, whether it terminated
before all of the registered securities were sold;
(b) The name(s) of the managing underwriter(s), if any;
(c) The title of each class of securities registered and, if a class of convertible
securities is being registered, the title of any class of securities into which
the convertible securities may be converted;
(d) For each class of securities (other than a class into which a class of
registered convertible securities may be converted without additional
payment to the issuer) the following information, provided for both the
account of the issuer and the account(s) of any selling shareholder(s): the
amount registered, the aggregate price of the offering amount registered,
the amount sold and the aggregate offering price of the amount sold to
date;
(e) From the effective date of the Securities Act registration statement to the
ending date of the reporting period, the amount of expenses incurred for
the issuer’s account in connection with the issuance and distribution of the
registered securities for underwriting discounts and commissions, finders’
fees, expenses paid to or for underwriters, other expenses and total
expenses. Indicate if a reasonable estimate for the amount of expenses is
provided instead of the actual amount of the expense. Indicate whether the
payments were:
(i) Direct or indirect payments to directors, officers, general partners of
the issuer or their associates; to persons owning 10% or more of any
class of the issuer’s equity securities; and to affiliates of the issuer; or
(ii) Direct or indirect payments to others;
(f) The net offering proceeds to the issuer after deducting the total expenses
described in paragraph E.4(e) of this Item;
(g) From the effective date of the Securities Act registration statement to the
ending date of the reporting period, the amount of net offering proceeds to
the issuer used for construction of plant, building and facilities; purchase
and installation of machinery and equipment; purchases of real estate;
acquisition of other business(es); repayment of indebtedness; working
capital; temporary investments (which should be specified); and any other
purposes for which at least 5% of the issuer’s total offering proceeds or
$100,000 (whichever is less) has been used (which should be specified).
67 of 105

Indicate if a reasonable estimate for the amount of net offering proceeds
applied instead of the actual amount of net offering proceeds used.
Indicate whether such payments were:
(i) Direct or indirect payments to directors, officers, general partners of
the issuer or their associates; to persons owning 10% or more of any
class of the issuer’s equity securities; and to affiliates of the issuer; or
(ii) Direct or indirect payments to others; and
(h) If the use of proceeds in paragraph E.4(g) of this Item represents a
material change in the use of proceeds described in the prospectus, the
issuer should describe briefly the material change.
Instruction to Item 14: If you previously have reported information called for by this item in a
report on Form 6-K, you may incorporate the information by specifically referring in this report
to the previous report.
Instruction to Item 14.C: You do not have to provide the information called for by Item 14.C. if
the withdrawal or substitution is made pursuant to the terms of an indenture qualified under the
Trust Indenture Act of 1939.
Item 15.

Controls and Procedures.

(a) Disclosure Controls and Procedures. Where the Form is being used as an annual report
filed under Section 13(a) or 15(d) of the Exchange Act, disclose the conclusions of the
issuer’s principal executive and principal financial officers, or persons performing
similar functions, regarding the effectiveness of the issuer’s disclosure controls and
procedures (as defined in 17 CFR 240.13a-15(e) or 240.15d-15(e)) as of the end of the
period covered by the report, based on the evaluation of these controls and procedures
required by paragraph (b) of 17 CFR 240.13a-15 or 240.15d-15.
(b) 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
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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 is an accelerated filer or a large accelerated filer (as defined in §
240.12b-2 of this chapter), other than an emerging growth company (as defined
in § 240.12b-2 of this chapter), or otherwise includes in its annual report a
registered public accounting firm’s attestation report on internal control over
financial reporting, 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.

(c) Attestation report of the registered public accounting firm. If an issuer is an
accelerated filer or a large accelerated filer (as defined in §240.12b-2 of this chapter),
other than an emerging growth company (as defined in §240.12b-2 of this chapter),
and where the Form is being used as an annual report filed under Section 13(a) or
15(d) of the Exchange Act, provide the registered public accounting firm’s attestation
report on management’s assessment of the issuer’s internal control over financial
reporting in the issuer’s annual report containing the disclosure required by this Item.
(d) Changes in internal control over financial reporting. Disclose any change in the
issuer’s internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of 17 CFR 240.13a-15 or 240.15d-15 that
occurred during the period covered by the annual report that has materially affected, or
is reasonably likely to materially affect, the issuer’s internal control over financial
reporting.
Instructions to Item 15.
1.

An issuer need not comply with paragraphs (b) and (c) of this Item until it either had been
required to file an annual report pursuant to 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.

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Item 16.

[Reserved]

Item 16A. Audit committee financial expert.
(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 (a)(1)(i) of this
Item, it must disclose the name of the audit committee financial expert. If the
registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, 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 240.10A3. If the registrant is not a listed issuer, it must use a definition of audit
committee member independence of a national securities exchange registered
pursuant to section 6(a) of the Exchange Act (15 U.S.C. 78f(a)) or a national
securities association registered pursuant to section 15A(a) of the Exchange Act
(15 U.S.C. 78o-3(a)) that has been approved by the Commission (as such
definition may be modified or supplemented) in determining whether its audit
committee financial expert is independent, and state which definition was used.

(3)

If the registrant provides the disclosure required by paragraph (a)(1)(ii) of this
Item, it must explain why it does not have an audit committee financial expert.

Instruction to paragraph (a) of Item 16A:
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 this Item, 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
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expected to be raised by the registrant’s financial statements, or experience
actively supervising one or more persons engaged in such activities;
(4)

An understanding of internal controls over financial reporting;

(5)

An understanding of audit committee functions.

(c) A person shall have acquired such attributes through:
(1)

Education and experience as a principal financial officer, principal accounting
officer, controller, public accountant or auditor or experience in one or more
positions that involve the performance of similar functions;

(2)

Experience actively supervising a principal financial officer, principal
accounting officer, controller, public accountant, auditor or person performing
similar functions;

(3)

Experience overseeing or assessing the performance of companies or public
accountants with respect to the preparation, 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
Item 16A.

(2)

The designation or identification of a person as an audit committee financial
expert pursuant to this Item 16A 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 Item 16A does not affect the duties, obligations or
liability of any other member of the audit committee or board of directors.

Instructions to Item 16A:
1.

Item 16A applies only to annual reports, and does not apply to registration statements,
on Form 20-F.

2.

If a person qualifies as an audit committee financial expert by means of having held a
position described in paragraph(c)(4) of this Item, the registrant shall provide a brief

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listing of that person’s relevant experience. Such disclosure may be made by reference
to disclosures required under Item 6.A.
3.

In the case of a foreign private issuer with a two-tier board of directors, for purposes
of this Item 16A, the term board of directors means the supervisory or nonmanagement board. In the case of a foreign private issuer meeting the requirements of
17 CFR 240.10A-3(c)(3), for purposes of this Item 16A, the term board of directors
means the issuer’s board of auditors (or similar body) or statutory auditors, as
applicable. Also, in the case of a foreign private issuer, the term generally accepted
accounting principles in paragraph (b)(1) of this Item means the body of generally
accepted accounting principles used by that issuer in its primary financial statements
filed with the Commission.

Item 16B.

Code of Ethics.

(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.
(b) For purposes of this Item 16B, the term “code of ethics” means written standards that
are reasonably designed to deter wrongdoing and to promote:
(1)

Honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;

(2)

Full, fair, accurate, timely, and understandable disclosure in reports and
documents that a registrant files with, or submits to, the Commission and in
other public communications made by the registrant;

(3)

Compliance with applicable governmental laws, rules and regulations;

(4)

The prompt internal reporting of violations of the code to an appropriate person
or persons identified in the code; and

(5)

Accountability for adherence to the code.

(c) The registrant must:
(1)

File with the Commission a copy of its code of ethics that applies to the
registrant’s principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions, as an
exhibit to its annual report;

(2)

Post the text of such code of ethics on its Internet website and disclose, in its
annual report, its Internet address and the fact that it has posted such code of
ethics on its Internet website; or

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(3)

Undertake in its annual report filed with the Commission to provide to any
person without charge, upon request, a copy of such code of ethics and explain
the manner in which such request may be made.

(d) The registrant must briefly describe the nature of any amendment to a provision of its
code of ethics that applies to the registrant’s principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing
similar functions and that relates to any element of the code of ethics definition
enumerated in Item 16B(b), which has occurred during the registrant’s most recently
completed fiscal year.
(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 Item 16B(a) that relates
to one or more of the items set forth in Item 16B(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.
Instructions to Item 16B:
(a) Item 16B applies only to annual reports, and does not apply to registration statements,
on Form 20-F.
(b) A registrant may have separate codes of ethics for different types of officers.
Furthermore, a “code of ethics” within the meaning of paragraph (b) of this Item may
be a portion of a broader document that addresses additional topics or that applies to
more persons than those specified in paragraph (a). In satisfying the requirements of
paragraph (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 (b) and that
apply to the persons specified in paragraph (a).
(c) If a registrant elects to satisfy paragraph (c) of this Item by posting its code of ethics
on its website pursuant to paragraph (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
Item and chooses to comply with this Item by posting its code on its website pursuant
to paragraph (c)(2).
(d) The registrant does not need to provide any information pursuant to paragraphs (d)
and (e) of this Item 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 (d) and (e) through its website, such information
must remain available on the website for at least a 12-month period. Following the 12month 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.

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(e) The registrant does not need to disclose technical, administrative or other nonsubstantive amendments to its code of ethics.
(f) For purposes of this Item 16B:
(1)

The term “waiver” means the approval by the registrant of a material departure
from a provision of the code of ethics; and

(2)

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.

Item 16C.

Principal Accountant Fees and Services.

(a) 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.
(b) 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 (a) of this Item. Registrants
shall describe the nature of the services comprising the fees disclosed under this
category.
(c) 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.
(d) 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 (a) through (c) of this Item. Registrants shall
describe the nature of the services comprising the fees disclosed under this category.
(e)
(1)

Disclose the audit committee’s pre-approval policies and procedures described in
paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.

(2)

Disclose the percentage of services described in each of paragraphs (b) through
(d) of this Item that were approved by the audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

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(f) 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.
Instruction to Item 16C.
You do not need to provide the information called for by this Item 16C unless you are using this
form as an annual report.
Item 16D.

Exemptions from the Listing Standards for Audit Committees.

If applicable, provide the disclosure required by Exchange Act Rule 10A-3(d) (17 CFR 240.10A3(d)) regarding an exemption from the listing standards for audit committees. You do not need to
provide the information called for by this Item 16D unless you are using this form as an annual
report.
Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

(a) In the following tabular format, provide the information specified in paragraph (b) of this
Item with respect to any purchase made by or on behalf of the issuer or any “affiliated
purchaser,” as defined in §240.10b-18(a)(3), of shares or other units of any class of the issuer’s
equity securities that is registered by the issuer pursuant to section 12 of the Exchange Act (15
U.S.C. 781).

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Issuer Purchases of Equity Securities

Period

(a)
Total number of shares
(or units) purchased

(b)
Average price paid per
share (or units)

Month #1
(identify beginning and
ending dates)
Month #2
(identify beginning and
ending dates)
Month #3
(identify beginning and
ending dates)
Month #4
(identify beginning and
ending dates)
Month #5
(identify beginning and
ending dates)
Month #6
(identify beginning and
ending dates)
Month #7
(identify beginning and
ending dates)
Month #8
(identify beginning and
ending dates)
Month #9
(identify beginning and
ending dates)
Month #10
(identify beginning and
ending dates)
Month #11
(identify beginning and
ending dates)
Month #12
(identify beginning and
ending dates)
Total

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(c)
Total number of shares
(or units) purchased as
part of publicly
announced plans or
programs

(d)
Maximum number (or
approximate dollar
value) of shares (or
units) that may yet be
purchased under the
plans or programs

(b) The table shall include the following information for each class or series of securities for
each month included in the period covered by the report:
(1) The total number of shares (or units) purchased (column (a)).
Instruction to paragraph (b)(1) of Item 16E
Include in this column all issuer repurchases, including those made pursuant to publicly
announced plans or programs and those not made pursuant to publicly announced plans or
programs. Briefly disclose, by footnote to the table, the number of shares purchased other
than through a publicly announced plan or program and the nature of the transaction (e.g.,
whether the purchases were made in open-market transactions, tender offers, in
satisfaction of the company’s obligations upon exercise of outstanding put options issued
by the company, or other transactions).
(2) The average price paid per share (or unit) (column (b)).
(3) The number of shares (or units) purchased as part of a publicly announced
repurchase plan or program (column (c)).
(4) The maximum number (or approximate dollar value) of shares (or units) that may yet
be purchased under the plans or programs (column (d)).
Instructions to paragraphs (b)(3) and (b)(4) of Item 16E
1.

In the table, disclose this information in the aggregate for all plans or programs
publicly announced.

2.

By footnote to the table, indicate:
a. The date each plan or program was announced;
b. The dollar amount (or share or unit amount) approved;
c. The expiration date (if any) of each plan or program;
d. Each plan or program that has expired during the period covered by the table;
and
e. Each plan or program the issuer has determined to terminate prior to expiration,
or under which the issuer does not intend to make further purchases.

Instruction to Item 16E
Disclose all purchases covered by this item, including purchases that do not satisfy the
conditions of the safe harbor of § 240.10b-18. Price data and other data should be stated
in the same currency used in the issuer’s primary financial statements provided in Item 8
of this Form.

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Item 16F. Change in Registrant’s Certifying Accountant.
(a)
(1)

If during the registrant’s two most recent fiscal years or any subsequent interim
period, an independent accountant who was previously engaged as the principal
accountant to audit the registrant’s financial statements, or an independent
accountant who was previously engaged to audit a significant subsidiary and on
whom the principal accountant expressed reliance in its report, has resigned (or
indicated it has declined to stand for re-election after the completion of the
current audit) or was dismissed, then the registrant shall:
(i)

State whether the former accountant resigned, declined to stand for reelection or was dismissed and the date thereof.

(ii)

State whether the principal accountant’s report on the financial statements
for either of the past two years contained an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope, or accounting principles; and also describe the nature of each such
adverse opinion, disclaimer of opinion, modification, or qualification.

(iii) State whether the decision to change accountants was recommended or
approved by:
(A)

Any audit or similar committee of the board of directors, if the issuer
has such a committee; or

(B)

The board of directors, if the issuer has no such committee.

(iv) State whether during the registrant’s two most recent fiscal years and any
subsequent interim period preceding such resignation, declination or
dismissal there were any disagreements with the former accountant on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreement(s), if not resolved to
the satisfaction of the former accountant, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with
its report. The disagreements required to be reported in response to this
Item include both those resolved to the former accountant’s satisfaction
and those not resolved to the former accountant’s satisfaction.
Disagreements contemplated by this Item are those that occur at the
decision-making level, i.e., between personnel of the registrant responsible
for presentation of its financial statements and personnel of the accounting
firm responsible for rendering its report. Also:
(A)

Describe each such disagreement;

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(v)

(B)

State whether any audit or similar committee of the board of
directors, or the board of directors, discussed the subject matter of
each of such disagreements with the former accountant; and

(C)

State whether the registrant has authorized the former accountant to
respond fully to the inquiries of the successor accountant concerning
the subject matter of each of such disagreements and, if not, describe
the nature of any limitation thereon and the reason therefore.

Provide the information required by paragraph (a)(1)(iv) of this Item for
each of the kinds of events (even though the registrant and the former
accountant did not express a difference of opinion regarding the event)
listed in paragraphs (a)(1)(v) (A) through (D) of this Item, that occurred
within the registrant’s two most recent fiscal years and any subsequent
interim period preceding the former accountant’s resignation, declination
to stand for re-election, or dismissal (“reportable events”). If the event led
to a disagreement or difference of opinion, then the event should be
reported as a disagreement under paragraph (a)(1)(iv) of this Item and
need not be repeated under this paragraph.
(A)

The accountant’s having advised the registrant that the internal
controls necessary for the registrant to develop reliable financial
statements do not exist;

(B)

The accountant’s having advised the registrant that information has
come to the accountant’s attention that has led it to no longer be able
to rely on management’s representations, or that has made it
unwilling to be associated with the financial statements prepared by
management;

(C)

(1) The accountant’s having advised the registrant of the need to
expand significantly the scope of its audit, or that information has
come to the accountant’s attention during the time period covered by
Item 16F(a)(1)(iv), that if further investigated may:
(i)

Materially impact the fairness or reliability of either: a
previously issued audit report or the underlying financial
statements; or the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the
most recent financial statements covered by an audit report
(including information that may prevent it from rendering
an unqualified audit report on those financial statements);
or

(ii)

Cause it to be unwilling to rely on management’s
representations or be associated with the registrant’s
financial statements; and

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(2) Due to the accountant’s resignation (due to audit scope
limitations or otherwise) or dismissal, or for any other reason, the
accountant did not so expand the scope of its audit or conduct
such further investigation; or
(D)

(1) The accountant’s having advised the registrant that information
has come to the accountant’s attention that it has concluded
materially impacts the fairness or reliability of either (i) a previously
issued audit report or the underlying financial statements, or (ii) the
financial statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial
statements covered by an audit report (including information that,
unless resolved to the accountant’s satisfaction, would prevent it
from rendering an unqualified audit report on those financial
statements); and
(2) Due to the accountant’s resignation, dismissal or declination to
stand for reelection, or for any other reason, the issue has not
been resolved to the accountant’s satisfaction prior to its
resignation, dismissal or declination to stand for re-election.

(2)

If during the registrant’s two most recent fiscal years or any subsequent interim
period, a new independent accountant has been engaged as either the principal
accountant to audit the registrant’s financial statements, or as an independent
accountant to audit a significant subsidiary and on whom the principal
accountant is expected to express reliance in its report, then the registrant shall
identify the newly engaged accountant and indicate the date of such accountant’s
engagement. In addition, if during the registrant’s two most recent fiscal years,
and any subsequent interim period prior to engaging that accountant, the
registrant (or someone on its behalf) consulted the newly engaged accountant
regarding:
(i)

Either: The application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the registrant’s financial statements, and either a written report
was provided to the registrant or oral advice was provided that the new
accountant concluded was an important factor considered by the registrant
in reaching a decision as to the accounting, auditing or financial reporting
issue; or

(ii)

Any matter that was either the subject of a disagreement (as defined in
Item 16F(a)(1)(iv) and the related instructions to this Item) or a reportable
event (as described in Item 16F(a)(1)(v), then the registrant shall:
(A)

So state and identify the issues that were the subjects of those
consultations;

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(3)

(B)

Briefly describe the views of the newly engaged accountant as
expressed orally or in writing to the registrant on each such issue
and, if written views were received by the registrant, file them as an
exhibit to the annual report requiring compliance with this Item
16F(a);

(C)

State whether the former accountant was consulted by the registrant
regarding any such issues, and if so, provide a summary of the
former accountant’s views; and

(D)

Request the newly engaged accountant to review the disclosure
required by this Item 16F(a) before it is filed with the Commission
and provide the new accountant the opportunity to furnish the
registrant with a letter addressed to the Commission containing any
new information, clarification of the registrant’s expression of its
views, or the respects in which it does not agree with the statements
made by the registrant in response to Item 16F(a). The registrant
shall file any such letter as an exhibit to the annual report containing
the disclosure required by this Item.

The registrant shall provide the former accountant with a copy of the disclosures
it is making in response to this Item 16F(a). The registrant shall request the
former accountant to furnish the registrant with a letter addressed to the
Commission stating whether it agrees with the statements made by the registrant
in response to this Item 16F(a) and, if not, stating the respects in which it does
not agree. The registrant shall file the former accountant’s letter as an exhibit to
the annual report or registration statement containing this disclosure. If the
change in accountants occurred less than 30 days prior to the filing of the annual
report or registration statement and the former accountant’s letter is unavailable
at the time of the filing, then the registrant shall request the former accountant to
provide the letter as promptly as possible so that the registrant can file the letter
with the Commission within ten business days after the filing of the annual
report or registration statement. In either case, the former accountant may
provide the registrant with an interim letter highlighting specific areas of concern
and indicating that a more detailed letter will be forthcoming. If not filed with
the annual report or registration statement containing the registrant’s disclosure
under this Item 16F(a), then the interim letter, if any, shall be filed by the
registrant by amendment promptly.

(b) If: (1) In connection with a change in accountants subject to paragraph (a) of this Item
16F, there was any disagreement of the type described in paragraph (a)(1)(iv) or any
reportable event as described in paragraph (a)(1)(v) of this Item;
(2)

During the fiscal year in which the change in accountants took place or during
the subsequent fiscal year, there have been any transactions or events similar to
those which involved such disagreement or reportable event; and

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(3)

Such transactions or events were material and were accounted for or disclosed in
a manner different from that which the former accountants apparently would
have concluded was required, the registrant shall state the existence and nature
of the disagreement or reportable event and also state the effect on the financial
statements if the method had been followed which the former accountants
apparently would have concluded was required. These disclosures need not be
made if the method asserted by the former accountants ceases to be generally
accepted because of authoritative standards or interpretations subsequently
issued.

Instructions to Item 16F:
1.

[Reserved]

2.

The disclosure called for by paragraph (a) of this Item need not be provided if it has been
previously reported, as that term is defined in Rule 12b-2 under the Exchange Act
(§240.12b-2 of this chapter). The disclosure called for by paragraph (b) of this Item must be
furnished, where required, notwithstanding any prior disclosure about accountant changes or
disagreements.

3.

The information required by paragraph (a) of this Item need not be provided for a company
being acquired by the registrant in a transaction being registered on Form F-4 that is not
subject to the filing requirements of either Section 13(a) or 15(d) of the Exchange Act.

4.

The term “disagreements” as used in this Item shall be interpreted broadly to include any
difference of opinion concerning any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which (if not resolved to the
satisfaction of the former accountant) would have caused it to make reference to the subject
matter of the disagreement in connection with its report. It is not necessary for there to have
been an argument to have had a disagreement, merely a difference of opinion. For purposes
of this Item, however, the term “disagreements” does not include initial differences of
opinion based on incomplete facts or preliminary information that were later resolved to the
former accountant’s satisfaction by, and providing the registrant and the accountant do not
continue to have a difference of opinion upon, obtaining additional relevant facts or
information.

5.

In determining whether any disagreement or reportable event has occurred, an oral
communication from the engagement partner or another person responsible for rendering the
accounting firm’s opinion (or his/her designee) will generally suffice as the accountant
advising the registrant of a reportable event or as a statement of a disagreement at the
“decision-making level” within the accounting firm and require disclosure under this Item.

6.

The term “board of directors” as used in this Item 16F has the meaning set forth in
§240.10A-3(e)(2).

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Item 16G.

Corporate Governance.

If the registrant’s securities are listed on a national securities exchange, provide a concise
summary of any significant ways in which its corporate governance practices differ from those
followed by domestic companies under the listing standards of that exchange.
Instructions to Item 16G
Item 16G only applies to annual reports, and not to registration statements on Form 20-F.
Registrants should provide a brief and general discussion, rather than a detailed, item-by-item
analysis.
Item 16H. 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 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 Item 16H(a)(vi): Registrants must provide the total dollar
value of assessments proposed by MSHA relating to any type of violation
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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 Item 16H(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.
Instructions to Item 16H(c):
The registrant must report the total number of legal actions that were pending before the
Federal Mine Safety and Health Review Commission as of the last day of the time period covered
by the report, as well as the aggregate number of legal actions instituted and the aggregate
number of legal actions resolved during the reporting period. With respect to the total number of
legal actions that were pending before the Federal Mine Safety and Health Review Commission
as of the last day of the time period covered by the report, the registrant must also report the
number of such legal actions that are (a) contests of citations and orders referenced in Subpart B
of 29 CFR Part 2700; (b) contests of proposed penalties referenced in Subpart C of 29 CFR Part
2700; (c) complaints for compensation referenced in Subpart D of 29 CFR Part 2700; (d)
complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part
2700; (e) applications for temporary relief referenced in Subpart F of 29 CFR Part 2700; and (f)
appeals of judges’ decisions or orders to the Federal Mine Safety and Health Review
Commission referenced in Subpart H of 29 CFR Part 2700.
Instructions to Item 16H
1.

Item 16H only applies to annual reports, and not to registration statements on Form 20F.

2.

The exhibit described in this Item must meet the requirements under Instruction 19 as
to Exhibits of this Form.

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3.

For purposes of this Item:
a.

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).

b.

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).

c.

The term subsidiary has the meaning given the term in Exchange Act Rule 12b-2
(17 CFR 240.12b-2).

Item 16I. 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 20–F, a
registered public accounting firm that has a branch or office that is located in a foreign
jurisdiction and that the Public Company Accounting Oversight Board has determined
it is unable to inspect or investigate completely because of a position taken by an
authority in the foreign jurisdiction must electronically submit to the Commission on a
supplemental basis documentation that establishes that the registrant is not owned or
controlled by a governmental entity in the foreign jurisdiction. The registrant must
submit this documentation on or before the due date for this form. A registrant that is
owned or controlled by a foreign governmental entity is not required to 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 20-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:
(1)

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;

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(2)

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

(3)

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;

(4)

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

(5)

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.

Instruction to Item 16I:
Item 16I only applies to annual reports, and not to registration statements on Form 20-F.
Item 16J. Insider trading policies
(a) Disclose whether the registrant has adopted insider trading policies and procedures
governing the purchase, sale, and other dispositions of the registrant’s securities by
directors, senior management, and employees that are reasonably designed to promote
compliance with applicable insider trading laws, rules and regulations, and any listing
standards applicable to the registrant. If the registrant has not adopted such policies
and procedures, explain why it has not done so.
(b) If the registrant has adopted insider trading policies and procedures, the registrant must
file such policies and procedures as an exhibit. If all of the registrant’s insider trading
policies and procedures are included in its code of ethics (as defined in Item 16B(b))
and the code of ethics is filed as an exhibit pursuant to Item 16B(c)(1), the registrant
may satisfy the exhibit requirement of this paragraph by filing the code of ethics that
would satisfy the exhibit requirement of Item 16B(c)(1).
(c) The disclosure provided pursuant to Item 16J(a) must be provided in an Interactive
Data File as required by Rule 405 of Regulation S-T (17 CFR 232.405) in accordance
with the EDGAR Filer Manual.
Instruction to Item 16J: Item 16J applies only to annual reports, and does not apply to
registration statements, on Form 20-F.
Item 16K. Cybersecurity.
(a) Definitions. For purposes of this section:

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(1)

Cybersecurity incident means an unauthorized occurrence, or a series of related
unauthorized occurrences, on or conducted through a registrant’s information
systems that jeopardizes the confidentiality, integrity, or availability of a
registrant’s information systems or any information residing therein.

(2)

Cybersecurity threat means any potential unauthorized occurrence on or
conducted through a registrant’s information systems that may result in adverse
effects on the confidentiality, integrity, or availability of a registrant’s
information systems or any information residing therein.

(3)

Information systems means electronic information resources, owned or used by
the registrant, including physical or virtual infrastructure controlled by such
information resources, or components thereof, organized for the collection,
processing, maintenance, use, sharing, dissemination, or disposition of the
registrant’s information to maintain or support the registrant’s operations.

(b) Risk management and strategy.
(1)

Describe the registrant’s processes, if any, for assessing, identifying, and
managing material risks from cybersecurity threats in sufficient detail for a
reasonable investor to understand those processes. In providing such disclosure,
a registrant should address, as applicable, the following non-exclusive list of
disclosure items:
(i)

Whether and how any such processes have been integrated into the
registrant’s overall risk management system or processes;

(ii)

Whether the registrant engages assessors, consultants, auditors, or other
third parties in connection with any such processes; and

(iii) Whether the registrant has processes to oversee and identify such risks
from cybersecurity threats associated with its use of any third-party service
provider.
(2)

Describe whether any risks from cybersecurity threats, including as a result of
any previous cybersecurity incidents, have materially affected or are reasonably
likely to materially affect the registrant, including its business strategy, results of
operations, or financial condition and if so, how.

(c) Governance.
(1)

Describe the board of directors’ oversight of risks from cybersecurity threats. If
applicable, identify any board committee or subcommittee responsible for the
oversight of risks from cybersecurity threats and describe the processes by which
the board or such committee is informed about such risks.

(2)

Describe management’s role in assessing and managing the registrant’s material
risks from cybersecurity threats. In providing such disclosure, a registrant
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should address, as applicable, the following non-exclusive list of disclosure
items:
(i)

Whether and which management positions or committees are responsible
for assessing and managing such risks, and the relevant expertise of such
persons or members in such detail as necessary to fully describe the nature
of the expertise;

(ii)

The processes by which such persons or committees are informed about
and monitor the prevention, detection, mitigation, and remediation of
cybersecurity incidents; and

(iii) Whether such persons or committees report information about such risks to
the board of directors or a committee or subcommittee of the board of
directors.
Instructions to Item 16K(c).
1.

In the case of a foreign private issuer with a two-tier board of directors, for purposes of
paragraph (c) of this Item, the term “board of directors” means the supervisory or nonmanagement board. In the case of a foreign private issuer meeting the requirements of
§240.10A-3(c)(3) of this chapter, for purposes of paragraph (c) of this Item, the term
“board of directors” means the issuer’s board of auditors (or similar body) or statutory
auditors, as applicable.

2.

Relevant expertise of management in paragraph (c)(2)(i) of this Item may include, for
example: Prior work experience in cybersecurity; any relevant degrees or certifications;
any knowledge, skills, or other background in cybersecurity.
(d) Structured Data Requirement. Provide the information required by this Item in an
Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR
Filer Manual.

Instruction to Item 16K. Item 16K applies only to annual reports, and does not apply to
registration statements on Form 20-F.

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PART III
[See General Instruction E(c)]
Item 17.

Financial Statements.

(a) The registrant shall furnish financial statements for the same fiscal years and
accountants’ certificates that would be required to be furnished if the registration
statement were on Form 10 or the annual report on Form 10-K. Schedules designated
by §§ 210.12-04, 210.12-09, 210.12-15, 210.12-16, 210.12-17, 210.12-18, 210.12-28,
and 210.12-29 of this chapter shall be furnished if applicable to the registrant.
(b) The financial statements shall disclose an information content substantially similar to
financial statements that comply with U.S. generally accepted accounting principles
and Regulation S-X.
(c) The financial statements and schedules required by paragraph (a) above may be
prepared according to U.S. generally accept- ed accounting principles or IFRS as
issued by the IASB. If the financial statements comply with IFRS as issued by the
IASB, such compliance must be unreservedly and explicitly stated in the notes to the
financial statements and the auditor’s report must include an opinion on whether the
financial statements comply with IFRS as issued by the IASB. If the notes and
auditor’s report of an issuer do not contain the information in the preceding sentence,
then the U.S. GAAP reconciliation information de- scribed in paragraphs (c)(1) and
(c)(2) must be provided. Alternatively, such financial statements and schedules may be
prepared according to a comprehensive body of accounting principles other than those
generally accepted in the United States or IFRS as issued by the IASB if the following
are disclosed:
(1)

An indication, in the accountant’s report or in a reasonably prominent headnote
before the financial statements, of the comprehensive body of accounting
principles used to prepare the financial statements.

(2)

A discussion of the material variations in the accounting principles, practices,
and methods used in preparing the financial statements from the principles,
practices, and methods generally accepted in the United States and in Regulation
S-X. Such material variations shall be quantified in the following format:
(i)

For each year and any interim periods for which an income statement is
presented, net income shall be reconciled in a tabular format, substantially
similar to the one shown below, on the face of the income statement or in a
note thereto. Each material variation shall be described and quantified as a
separate reconciling item, but several material variations may be combined
on the face of the income statement if shown separately in a note.
However, reconciliation of net income of the earliest of the three years
may be omitted if that information has not previously been included in a
filing made under the Securities Act or Exchange Act.

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Net income as shown in the financial statements

XXX

Description of items having the effect of increasing reported income
Item 1

XXX

Item 2, etc.

XXX

Description of items having the effect of decreasing reported income
Item 1

(XXX)

Item 2, etc.

(XXX)

Net income according to generally accepted accounting
principles in the United States
(ii)

XXX

For each balance sheet presented, indicate the amount of each material
variation between an amount of a line item appearing in a balance sheet
and the amount determined using U.S. generally accepted accounting
principles and Regulation S-X. Such amounts may be shown in
parentheses, in columns, as a reconciliation of the equity section, as a
restated balance sheet, or in any similar format that clearly presents the
differences in the amounts.

(iii) For each period for which an income statement is presented and required
to be reconciled to generally accepted accounting principles in the United
States, provide either a statement of cash flows prepared in accordance
with generally accepted accounting principles in the United States or with
International Accounting Standard No. 7, as amended in October 1992; or
furnish in a note to the financial statements a quantified description of the
material differences between cash or funds flows reported in the primary
financial statements and cash flows that would be reported in a statement
of cash flows prepared in accordance with accounting principles generally
accepted in the United States.
(iv)

(A) Issuers that prepare their financial statements on a basis of
accounting other than U.S. generally accepted accounting principles
in a reporting currency that comprehensively includes the effects of
price level changes in its primary financial statements using the
historical cost/constant currency or current cost approach, may omit
the disclosures specified by paragraphs (c)(2)(i), (c)(2)(ii), and
(c)(2)(iii) of this Item relating to effects of price level changes. The
financial statements should describe the basis of presentation, and
that such effects have not been included in the reconciliation.
(B)

Issuers that prepare their financial statements on a basis of
accounting other than U.S. generally accepted accounting principles
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that translates amounts in financial statements stated in a currency of
a hyperinflationary economy into the issuer’s reporting currency in
accordance with International Accounting Standards No. 21, “The
Effects of Changes in Foreign Exchange Rates,” as amended in
1993, using the historical cost/constant currency approach, may omit
the disclosures specified by paragraphs (c)(2)(i), (c)(2)(ii), and
(c)(2)(iii) of this Item relating to the effects of the different method
of accounting for an entity in a hyperinflationary environment.
(C)

(v)

If the method of accounting for an operation in a hyperinflationary
economy complies with IAS 21, a statement to that effect must be
included in the financial statements. The reconciliation shall state
that such amounts presented comply with Item 17 of Form 20-F and
are different from that required by U.S. generally accepted
accounting principles.

Issuers that prepare financial statements on a basis of accounting other
than U.S. generally accepted accounting principles that are furnished for a
business acquired or to be acquired pursuant to §210.305 of this chapter
may omit the disclosures specified by paragraphs (c)(2)(i), (c)(2)(ii) and
(c)(2)(iii) of this Item if the conditions specified in the definition of a
significant subsidiary in § 210.1-02(w) of this chapter do not exceed 30
percent. Issuers that prepare financial statements using IFRS as issued by
the IASB that are furnished pursuant to §210.3-05 may omit the
disclosures specified by paragraphs (c)(2) (i), (c)(2)(ii), and (c)(2)(iii) of
this Item regardless of the size of the business acquired or to be acquired.

(vi) Issuers that prepare financial statements on a basis of accounting other
than U.S. generally accepted accounting principles that are furnished for a
less-than-majority-owned investee pursuant to §210.309 of this chapter
may omit the disclosures specified by paragraphs (c)(2)(i), (c)(2)(ii) and
(c)(2)(iii) of this Item if the first and third conditions specified in the
definition of a significant subsidiary in §210.102(w) of this chapter do not
exceed 30 percent. Issuers that pre- pare financial statements using IFRS
as issued by the IASB that are furnished pursuant to §210.3-09 may omit
the disclosures specified by paragraphs (c)(2)(i), (c)(2)(ii), and (c)(2)(iii)
of this Item regardless of the size of the investee.
(vii) Issuers that prepare financial statements on a basis of accounting other
than U.S. generally accepted accounting principles that allows
proportionate consolidation for investments in joint ventures that would be
accounted for under the equity method pursuant to U.S. generally accepted
accounting principles may omit differences in classification or display that
result from using proportionate consolidation in the reconciliation to U.S.
generally accepted accounting principles specified by paragraphs (c)(2)(i),
(c)(2)(ii) and (c)(2)(iii) of this Item; Provided, the joint venture is an
operating entity, the significant financial operating policies of which are,
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by contractual arrangement, jointly controlled by all parties having an
equity interest in the entity. Financial statements that are presented using
proportionate consolidation must provide summarized balance sheet and
income statement information using the captions specified in §210.102(aa) of this chapter and summarized cash flow information resulting
from operating, financing and investing activities relating to its pro rata
interest in the joint venture.
Instructions:
1.

If the variations quantified pursuant to paragraph (c) are significant, the registrant
should consider presenting them on the face of the financial statements.

2.

Earnings per share computed according to generally accepted accounting principles
in the United States shall be presented if materially different from the earnings per
share otherwise presented.

3.

[Reserved]

4.

If the cash flows statement prepared under the basis of accounting used in the primary
financial statements complies with International Accounting Standard No. 7 or U.S.
generally accepted accounting principles, a statement to this effect must be included in
the financial statements or the accountant’s report. If the cash flows statement in the
primary financial statements is prepared in accordance with either U.S. generally
accepted accounting principles or International Accounting Standard No. 7 but such
presentation departs from the comprehensive body of accounting principles otherwise
followed in the financial statements, the reference to the departure in the accountant’s
report must identify the body of accounting standards used in preparing the cash flow
statement. If a supplemental cash flows statement that complies with either
International Accounting Standards or U.S. generally accepted accounting principles
is furnished in a note to the financial statements, the body of accounting standards
used in preparing the statement must be indicated. The basis of presentation must be
consistent for all periods.

5.

For purposes of this Item, a hyperinflationary economy is one that has cumulative
inflation of approximately 100% or more over the most recent three year period.

Item 18.

Financial Statements.

Provide the following information:
(a) All of the information required by Item 17 of this Form, and
(b) If the financial statements are prepared using a basis of accounting other than IFRS as
issued by the IASB, all other information required by U.S. generally accepted
accounting principles and Regulation S-X unless such requirements specifical- ly do
not apply to the registrant as a foreign issuer. However, information may be omitted (i)
for any period in which net income has not been presented on a basis reconciled to
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United States generally accepted accounting principles, or (ii) if the financial
statements are furnished pursuant to §210.3-05 or less-than-majority owned investee
pursuant to §210.309 of this chapter.
Instructions to Item 18:
1.

All of the instructions to Item 17 also apply to this Item.

2.

An issuer that is required to provide disclosure under FASB ASC Topic 932, Extractive
Activities – Oil and Gas, shall do so regardless of the basis of accounting on which it
prepares its financial statements.

Item 19.

Exhibits.

List all exhibits filed as part of the registration statement or annual report, including
exhibits incorporated by reference.
Instruction to Item 19: If you incorporate any financial statement or exhibit by reference,
include the incorporation by reference in the list required by this Item. Note Rule 12b-23
regarding incorporation by reference. Note also the Instructions to Exhibits at the end of this
Form.

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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and
that it has duly caused and authorized the undersigned to sign this registration statement [annual
report] on its behalf.
(Registrant)
(Signature)*
Date:
*Print the name and title of the signing officer under this signature.

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INSTRUCTIONS AS TO EXHIBITS
File the exhibits listed below as part of an Exchange Act registration statement or report.
Exchange Act Rule 12b-23(c) explains the circumstances in which you may incorporate exhibits
by reference. Exchange Act Rule 24b-2 explains the procedure to be followed in requesting
confidential treatment of information required to be filed.
Previously filed exhibits may be incorporated by reference. If any previously filed exhibits
have been amended or modified, file copies of the amendment or modification or copies of the
entire exhibit as amended or modified.
If the Form 20-F registration statement or annual report requires the inclusion, as an exhibit
or attachment, of a document that is in a foreign language, you must provide instead either an
English translation or an English summary of the foreign language document in accordance with
Exchange Act Rule 12b-12(d) (17 CFR 240.12b-12(d)) for both electronic and paper filings. You
may submit a copy of the unabridged foreign language document along with the English
translation or summary as permitted by Regulation S-T Rule 306(b) (17 CFR 232.306(b)) for
electronic filings or by Exchange Act Rule 12b-12(d)(4) (17 CFR 240.12b-12(d)(4)) for paper
filings.
Include an exhibit index in each registration statement or report you file, immediately
preceding the exhibits you are filing. The exhibit index must list each exhibit according to the
number assigned to it below. If an exhibit is incorporated by reference, note that fact in the
exhibit index. For paper filings, the pages of the manually signed original registration statement
should be numbered in sequence, and the exhibit index should give the page number in the
sequential numbering system where each exhibit can be found.
Schedules (or similar attachments) to the exhibits required by this Form 20-F are not
required to be filed unless they contain information material to an investment or voting decision
and that information is not otherwise disclosed in the exhibit or the disclosure document. Each
exhibit filed must contain a list briefly identifying the contents of all omitted schedules.
Registrants need not prepare a separate list of omitted information if such information is already
included within the exhibit in a manner that conveys the subject matter of the omitted schedules
and attachments. In addition, the registrant must provide a copy of any omitted schedule to the
Commission or its staff upon request.
The registrant may redact information from exhibits required to be filed by this Form 20-F
if disclosure of that information would constitute a clearly unwarranted invasion of personal
privacy (e.g., disclosure of bank account numbers, social security numbers, home addresses and
similar information). The registrant is not required to undertake or provide to the Com- mission
upon request a materiality or competitive harm analysis of this redacted information.
1.

The articles of incorporation or association and bylaws, or comparable instruments, as
currently in effect and any amendments to those documents. If you are filing an
amendment, file a complete copy of the document as amended.

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2.

(a) All instruments defining the rights of holders of the securities being registered.
You do not have to file instruments that define the rights of participants, rather than
security holders, in an employee benefit plan.
(b)

All instruments defining the rights of holders of long-term debt issued by you
or any subsidiary for which you are required to file consolidated or
unconsolidated financial statements, except that you do not have to file:
(i)

Any instrument relating to long-term debt that is not being registered on
this registration statement, if the total amount of securities authorized
under that instrument does not exceed 10% of the total assets of you and
your subsidiaries on a consolidated basis and you have filed an
agreement to furnish us a copy of the instrument if we request it;

(ii)

Any instrument relating to a class of securities if, on or before the date
you deliver the securities being registered, you take appropriate steps to
assure that class of securities will be redeemed or retired; or

(iii) Copies of instruments evidencing script certificates for fractions of
shares.
(c)

A copy of the indenture, if the securities being registered are or will be issued
under an indenture qualified under the Trust Indenture Act of 1939. Include a
reasonably itemized and informative table of contents and a cross-reference
sheet showing the location in the indenture of the provisions inserted pursuant
to sections 310 through 318(a) inclusive of the Trust Indenture Act.

(d)

If a registrant is filing an annual report under Exchange Act Section 13(a) or
15(d), the registrant must provide as an exhibit a description of the rights of
each class of securities that is registered under Section 12 of the Exchange Act
as of the end of the period covered by the report with which the exhibit is filed.
The description must include information for the securities comparable to that
required by Item 9.A.3, A.5, A.6, and A.7, Item 10.B.3, B.4, B.6, B.7, B.8, B.9,
and B.10, and Item 12.A, 12.B, 12.C, and 12.D.1 and 12.D.2 of Form 20-F
(collectively, the “Description of Securities”). However, for purposes of this
paragraph 2(d), all references in those Items to securities to be or being
registered, offered or sold will mean securities that are registered as of the end
of the period covered by the report with which the exhibit is filed. In addition,
for purposes of this Item, the disclosure will be required for classes of
securities that have not been retired by the end of the period covered by the
report. A registrant may incorporate by reference and provide an active
hyperlink to a prior periodic filing containing the disclosure required by this
paragraph 2(d) so long as there has not been any change to the information
called for by the Description of Securities since the filing date of the linked
filing. Such hyperlink will be deemed to satisfy the requirements of this
paragraph 2(d) for the current filing.

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3.

Any voting trust agreements and any amendments to those agreements.

4.

(a)

Every contract not made in the ordinary course of business that is material to
the registrant and is to be per- formed in whole or in part at or after the filing of
the registration statement or report. In addition, for newly reporting registrants,
every contract not made in the ordinary course of business that is material to
the registrant and that was entered into not more than two years before the date
on which such registrant:
(i)

first files a registration statement or report; or

(ii)

completes a transaction that had the effect of causing it to cease being a
public shell company.

The only contracts that must be filed are those to which the registrant or a subsidiary of the
registrant is a party or has succeeded to a party by assumption or assignment or in which the
registrant or such subsidiary has a beneficial interest.
The registrant may redact specific provisions or terms of exhibits required to be filed by
this Form 20-F if the registrant customarily and actually treats that information as private or
confidential and if the omitted information is not material. If it does so, the registrant should
mark the exhibit index to indicate that portions of the exhibit or exhibits have been omitted and
include a prominent statement on the first page of the redacted exhibit that certain identified
information has been excluded from the exhibit because it is both not material and is the type
that the registrant treats as private or confidential. The registrant also must include brackets
indicating where the information is omitted from the filed version of the exhibit.
If requested by the Commission or its staff, the registrant must promptly provide on a
supplemental basis an un- redacted copy of the exhibit and its materiality and privacy or
confidentiality analyses. Upon evaluation of the registrant’s supplemental materials, the
Commission or its staff may require the registrant to amend its filing to include in the exhibit any
previously redacted information that is not adequately supported by the registrant’s analyses.
The registrant may request confidential treatment of the supplemental material submitted
under this instruction pursuant to Rule 83 (§200.83 of this chapter) while it is in the possession
of the Commission or its staff. After completing its review of the supplemental information, the
Commission or its staff will return or destroy it if the registrant complies with the procedures
outlined in Rules 418 or 12b-4 (§230.418 or § 240.12b-4).
Note: A “newly reporting registrant” is (i) any registrant filing a registration statement that, at
the time of such filing, is not subject to the reporting requirements of Section 13(a) or 15(d) of
the Exchange Act, whether or not such registrant has ever previously been subject to the
reporting requirements of Section 13(a) or 15(d), (ii) any registrant that has not filed an annual
report since the revival of a previously suspended reporting obligation, and (iii) any registrant
that (a) was a shell company, other than a business combination related shell company, as
defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before
completing a transaction that has the effect of causing it to cease being a shell company and (b)
has not filed a Form 20-F since the completion of such transaction. For example, newly reporting
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registrants would include (i) a registrant that is filing its first registration statement under the
Securities Act or the Exchange Act, and (ii) a registrant that was a public shell company, other
than a business combination related shell company, and completes a reverse merger transaction
causing it to cease being a shell company.
(b) If a contract is the type that ordinarily accompanies the kind of business you and your
subsidiaries conduct, we will consider it have been made in the ordinary course of
business and will not require you to file it, unless it falls within one or more of the
following categories. Even if it falls into one of these categories, you do not have to
file the contract if it is immaterial in amount or significance.
(i)

Any contract to which (A) directors, (B) officers, (C) promoters, (D)
voting trustees or (E) security holders named in the registration statement
are parties, unless the contract involves only the purchase or sale of current
assets that have a determinable market price and the assets are purchased
or sold at that price;

(ii)

Any contract upon which your business is substantially dependent.
Examples of these types of contracts might be (a) continuing contracts to
sell the major part of your products or services or to purchase the major
part of your requirement of goods, services or raw materials, or (b) any
franchise or license or other agreement to use a patent, formula, trade
secret, process or trade name if your business depends to a material extent
on that patent, formula, trade secret processor trade name;

(iii) Any contract for the acquisition or sale of any property, plant or equipment
if the consideration exceeds 15% of your fixed assets on a consolidated
basis; or
(iv) Any material lease under which you hold part of the property described in
the registration statement.
(c) We will consider any management contract or compensatory plan, contract or
arrangement in which your directors or members of your administrative, supervisory
or management bodies participate to be material. File these management contracts or
compensatory plans, contracts or arrangements unless they fall into one of the
following categories:
(i)

Ordinary purchase and sale agency agreements;

(ii)

Agreements with managers of stores in a chain or similar organization;

(iii) Contracts providing for labor or salesmen’s bonuses or for payments to a
class of security holders in their capacity as security holders;
(iv) Any compensatory plan, contract or arrangement that is available by its
terms to employees, officers or directors generally, if the operation of the

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plan, contract or arrangement uses the same method to allocate benefits to
management and nonmanagment participants; and
(v)

Public filing of the management contract or compensatory plan, contract or
arrangement, or portion thereof, is not required in the company’s home
country and is not otherwise publicly disclosed by the company.

If you are filing compensatory plans, contracts or arrangements, only file copies of the
plans and not copies of each individual’s personal agreement under the plans, unless there are
particular provisions in a personal agreement that should be filed as an exhibit so investors will
understand that individual’s compensation under the plan.
5.

A list showing the number and a brief identification of each material foreign patent
for an invention not covered by a United States patent, but only if we request you to
file the list.

6.

[Reserved]

7.

[Reserved]

8.

A list of all your subsidiaries, their jurisdiction of incorporation and the names under
which they do business. You may omit the names of subsidiaries that, in the
aggregate, would not be a “significant subsidiary” as defined in rule 1-02(w) of
Regulation S-X as of the end of the year covered by the report. You may omit the
names of multiple wholly owned subsidiaries carrying on the same line of business,
such as chain stores or service stations, if you give the name of the immediate parent
company, the line of business and the number of omitted subsidiaries broken down
by U.S. and foreign operations.

9.

Statement pursuant to the instructions to Item 8.A.4, regarding the financial
statements filed in registration statements for initial public offerings of securities.

10.

Any notice required by Rule 104 of Regulation BTR (17 CFR 245.104 of this
chapter) that you 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 Regulation BTR (17 CFR 245.101 of this chapter). Each
notice must have included the information specified in 17 CFR 245.104(b) of this
chapter. Note: The exhibit requirement in paragraph (10) applies only to an annual
report, and not to a registration statement, on Form 20-F. The Commission will
consider the attachment of any Rule 104 notice as an exhibit to a timely filed Form
20-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 20-F annual report.

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11. (a)

(b)

12.

Any code of ethics, or amendment thereto, that is the subject of the disclosure
required by Item 16B of Form 20-F, to the extent that the registrant intends to
satisfy the Item 16B requirements through filing of an exhibit
Any insider trading policies and procedures that is the subject of the disclosure
required by Item 16J. If all of the registrant’s insider trading policies and
procedures are included in its code of ethics and the code of ethics is filed as an
exhibit, that exhibit filing would satisfy the exhibit requirement of this
paragraph (b).

The certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d14(a) (17 CFR 240.15d-14(a)) exactly as set forth below:

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CERTIFICATIONS*
I, [identify the certifying individual], certify that:
1.

I have reviewed this annual report on Form 20-F of [identify company];

2.

Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a mate- rial 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 company as of, and for, the periods
presented in this report;

4.

The company’s other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company 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 company, 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 re- porting 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;

5.

(c)

Evaluated the effectiveness of the company’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d)

Disclosed in this report any change in the company’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
company’s internal control over financial reporting; and

The company’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the company’s
auditors and the audit committee of the company’s board of directors (or persons
performing the equivalent functions):

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(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 company’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 company’s internal control over
financial reporting.
Date:
[Signature]
[Title]
* Provide a separate certification for each principal executive officer and principal financial
officer of the company. See Rules 13a-14(a) and 15d-14(a).

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13.
(a) 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).
(b) 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 company specifically
incorporates it by reference.
14.

The legal opinion required by Instruction 3 of Item 7.B of this Form

15.
(a) Any additional exhibits you wish to file as part of the registration statement or
report, clearly marked to indicate their subject matter, and
(b) any document or part of a document incorporated by reference in this filing if
it is not otherwise required to be filed or is not a Commission filed document
incorporated in a Securities Act registration statement.
16.

The mine safety disclosure required by Item 16H.

A registrant that is the operator, or that has a subsidiary that is an operator, of a coal or
other mine must provide the information specified in Item 16H in an exhibit to its annual report
on Form 20-F.
17.

Subsidiary guarantors and issuers of guaranteed securities and affiliates whose
securities collateralize securities of the registrant. List each of the entities in
paragraphs (a) and (b) below under an appropriately captioned heading that identifies
the associated securities. An entity need not be listed more than once so long as its
role as issuer, co-issuer, or guarantor of a guaranteed security and/or as affiliate
whose security is pledged as collateral for a registrant’s security is clearly indicated
with respect to each applicable security:
(a) For a registrant that is the parent company (as that term is defined in § 210.310(b)(1)) and subject to § 210.13-01, each of the registrant’s subsidiaries that
is a guarantor, issuer, or co-issuer of the guaranteed security subject to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, or the offer and sale of
which is being registered under the Securities Act of 1933; and
(b) For a registrant that is subject to § 210.13-02, each of the registrant’s affiliates
whose security is pledged as col- lateral for the registrant’s security subject to
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Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, or the
offer and sale of which is being registered under the Securities Act of 1933.
For each affiliate, also identify the security or securities pledged as collateral.
18 through 96 [Reserved]
97.

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
pursuant to section 15A of the Exchange Act (15 U.S.C. 78o-3) must file as an
exhibit to its annual report on Form 20-F the compensation recovery policy required
by the applicable listing standards adopted pursuant to 17 CFR 240.10D-1.

98 through 100 [Reserved]
101. Interactive Data File. Where a registrant prepares its financial statements in
accordance with either generally accepted ac- counting 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) if
the Form 20-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)

(c)

Interactive Data File is not required to be submitted to the Commission
under subparagraph (a) of this paragraph 101.

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 101.(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.
102 and 103 [Reserved]

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104. Cover Page Interactive Data File. If the Form 20-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], and in the manner provided by the
EDGAR Filer Manual.

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