Form F-6.SupportingStatement.2021

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM F-6 REGISTRATION STATEMENT

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities Act of 1933 ("Securities Act") is intended to provide full and fair disclosure
to investors about public securities offerings and to prevent fraud in connection with such offerings.
The principal means by which the Securities Act carries out this purpose is by requiring the filing of
registration statements in connection with offerings by issuers and their control persons. Schedule
A of the Securities Act mandates the general types of information that must be disclosed in
registration statements unless the Commission finds that such information is inapplicable to certain
classes of issuers. The Commission has authority, under Section 19 of the Securities Act, to make
rules governing registration statements to carry out the provisions of the Securities Act.
Registration statements are available for public inspection at the Commission and part of the
registration statement is required to be delivered to purchasers.
The Commission exercised its authority under the Securities Act to establish Form F-6 for
the registration of American Depositary Receipts (“ADRs”) of foreign companies. An ADR is a
special type of security issued by a U.S. bank to designate custody of a specified amount of
securities issued by a foreign company that are deposited with the bank. ADRs are designed to
overcome numerous technical and administrative problems involved in holding foreign securities in
the United States, such as dividend collection. ADRs are merely substitute certificates for the
actual foreign security.
Form F-6 provides investors with information concerning a foreign company’s ADRs, as
disclosed in the deposit agreement, which must be attached as an exhibit to the Form F-6. The
disclosure items of Form F-6 reflect the Commission’s experience and best judgment as to what
information about an issuer and the deposit agreement should be required to be disclosed. Form F-6
requires disclosure of information regarding the terms of the deposit agreement, the depositary
bank, fees charged, and a description of the ADR. No special information regarding the foreign
company is required to be prepared or disclosed, although the foreign company must periodically
furnish information to the Commission that is available for public inspection.
Form F-6 requires the filer to state that the issuer of the deposited securities is either subject
to reporting obligations under the Securities Exchange Act of 1934 (“Exchange Act”) or is exempt
from Exchange Act Section 12(g) registration pursuant to Exchange Act
Rule 12g3-2(b). The Commission amended Rule 12g3-2(b) to eliminate certain filing requirements
by enabling a foreign company to claim the Rule 12g3-2(b) exemption automatically as long as it
satisfies specified conditions. Those conditions include the requirement that the issuer publish
specified non-U.S. disclosure documents required to claim and maintain the Rule 12g3-2(b)
exemption on its Internet web site or through an electronic information delivery system generally

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available to the public in its primary trading market. The primary purpose of the amendments is to
make it easier for U.S. investors to gain access to material non-U.S. disclosure documents and
thereby improve the ability of U.S. investors to make informed decisions regarding investing in a
foreign company’s securities in the U.S. over-the-counter market or otherwise.
In conjunction with Rule 12g3-2(b), Form F-6 requires a registrant to state that the issuer of
the deposited securities, if not an Exchange Act reporting company, publishes information in English
required to maintain the Rule 12g3-2(b) exemption on the issuer’s Internet Web site or through its
primary trading market’s electronic information delivery system. The registrant is required to
disclose the address of the issuer’s Internet Web site or electronic information delivery system.
2.

Purpose and Use of the Information Collection

The principal function of Commission forms and rules under the securities laws disclosure
provisions is to make information available to investors. The information required to be filed with
the Commission permits verification of compliance with securities law requirements and assures the
public availability and dissemination of such information. Private contractors reproduce much of the
filed information and provide it to private parities. Many other persons obtain information directly
from the Commission’s public files. This information on Form F-6 can be used by security holders,
investors, brokers, dealers, investment banking firms, professional securities analysts and others in
evaluating securities and making investment decisions with respect to them. In addition, all
investors benefit indirectly from submissions on Form F-6, as direct users affect business and
operations included in such filings, thereby causing the market prices of the securities to reflect such
information.
It should be noted that the Commission uses very little of the collected information itself
(except on an occasional basis in the enforcement of the securities laws). In this respect, these
information collections differ significantly from most other federal information collections, which are
primarily for the use of and benefit of the collecting agency.
3.

Consideration Given to Information Technology

Form F-6 is filed electronically using the Commission’s Electronic Data Gathering, Analysis
and Retrieval (EDGAR) system.
4.

Duplication of Information

Form F-6 is the document designed to provide investors in ADRs with information
concerning the deposit agreement and the foreign company. Information regarding the deposit
agreement is not available elsewhere.

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5.

Reducing the Burden on Small Entities

All filings on Form F-6 are prepared and filed by one of fewer than ten large banks that act
as depositories. None of these banks are considered small entities.
6

Consequences of Not Conducting Collection

Persons considering investment in securities represented by ADRs would not have available
relevant information concerning the deposit agreement or fees to which their ADRs would be
subject or information concerning the depository bank or the ADRs if this information were not
collected.
7

Special Circumstances

There are no special circumstances.
8.

Consultations with Persons Outside the Agency

No comments were received for this request during the 60-day comment period prior to
OMB’s review for this submission.
9.

Payment or Gift to Respondents

No payment or gift has been provided to any respondents.
10.

Confidentiality

Form F-6 is a public document.
11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under this collection of information. The information collection collects basic Personally Identifiable
Information (PII) that may include signature of the official signing on behalf of the entity.
However, the agency has determined that the information collection does not constitute a system of
record for purposes of the Privacy Act. Information is not retrieved by a personal identifier. In
accordance with Section 208 of the E-Government Act of 2002, the agency has conducted a
Privacy Impact Assessment (PIA) of the EDGAR system, in connection with this collection of
information. The EDGAR PIA, published on February 5, 2020 is provided as a supplemental
document and is also available at https://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form F-6

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0292

643

217

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form F-6 takes
approximately 1.35 hours per response to comply with the collection of information requirements
and is filed by 643 respondents. We derived our burden hour estimates by estimating the average
number of hours it would take an issuer to compile the necessary information and data, prepare and
review disclosure, file documents and retain records. In connection with rule amendments to the
form, we occasionally receive PRA estimates from public commenters about incremental burdens
that are used in our burden estimates. We believe that the actual burdens will likely vary among
individual issuers based on the nature of their operations. We further estimate that 25% of the
collection of information burden is carried by the foreign company internally and that 75% of the
burden of preparation is carried by outside professionals retained by the company. Based on our
estimates, we calculated the total reporting burden to be 217 hours (0.25% x 1.35 total burden hours
per response) x 643 responses). For administrative convenience, the presentation of the total
related to the paperwork burden hours has been rounded to the nearest whole number. The
estimated burden hours are made solely for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form F-6

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0292

643

$260,286

We estimate that 75% of the 1.35 hours per response (1.012 hours) is prepared by an
outside law firm hired by the company. We estimate that Form F-6 cost $400 per hour ($400 x
1.012 hours per response x 643 responses) for a total cost of $260,286. We estimate an hourly cost
of $400 for outside legal and accounting services used in connection with public company reporting.
This estimate is based on our consultations with registrants and professional firms who regularly
assist registrants in preparing and filing disclosure documents with the Commission. Our estimates
reflect average burdens, and therefore, some companies may experience costs in excess of our
estimates and some companies may experience costs that are lower than our estimates. For
administrative convenience, the presentation of the the cost total has been rounded to the nearest
dollar. The cost estimate is made solely for the purpose of the Paperwork Reduction Act.

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14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including registration
statements, post-effective amendments, proxy statements, annual reports and other filings of
operating companies amounted to approximately $103,479,690 in fiscal year 2019, based on the
Commission’s computation of the value of staff time devoted to this activity and related overhead.
15.

Reason for Change in Burden

There is no change in burden.
16.

Information Collection Planned for Statistical Purposes

The information collection is not planned for statistical purposes.
17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled version
release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for Paperwork Reduction Act submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.