Form SEC 1852 SEC 1852 Form 20-F

Form 20-F

form20-f.10-31-2022

Form 20-F

OMB: 3235-0288

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

OMB APPROVAL
OMB Number: 3235-0288
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FORM 20-F
(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)
(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
Name of each exchange on which registered
Symbol(s)
______________________________________________________________________________________________
______________________________________________________________________________________________
Securities registered or to be registered pursuant to Section 12(g) of the Act.
_________________________________________________________________________________________________________
(Title of Class)
SEC 1852 (05-21)

Persons who respond to the collection of information contained in this
form are not required to respond unless the form displays a currently
valid OMB control number.

________________________________________________________________________________________________________
(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 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.
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
Other
by the International Accounting Standards Board

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
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

GENERAL INSTRUCTIONS
A.

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

(b)
(c)
(d)

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.
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.
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.
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 240.15d19). 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.

(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).
3

(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.

(f)

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
4

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.

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)

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.
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.
5

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.
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 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
7

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).
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.
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.
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.

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.

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.
9

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.

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.

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

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

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.

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]

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.

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.

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, disclose the persons from whom they will be acquired and how the cost to the company
will be determined.
10

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.

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.

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.

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.

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:
a.

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

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.

The date of incorporation and the length of life of the company, except where indefinite.
11

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.

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.

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.

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

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.

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.

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.

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.

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

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

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

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.

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

A description of the material eﬀects of government regulations on the company’s business, identifying the
regulatory body.

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.

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.

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).

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).

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.

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.

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.

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
13

(§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 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,materiallyaﬀectingthecompany’sincomefromoperations,indicatingtheextenttowhichincomewassoaﬀected.
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 short-term (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.
14

(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
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. 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.
5. 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.
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.
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.

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

principal directorships).

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

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

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.

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.

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

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.

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.

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.

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.

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.

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.

Instruction 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.

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.

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 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.
Item 7.

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.

(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.

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.

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.

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.
18

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

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.

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.

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.

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;

(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.
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

(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.

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

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.

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.
20

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 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.

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.

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.

Describe the company’s policy on dividend distributions.

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.

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 15-month 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.

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 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
21

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.
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.

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.

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.
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.
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.

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.

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).

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,
22

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 annual financial statements in accordance with
IFRS as issued by the IASB,prepares its interim period financial statements in compliance with IAS 34
“InterimFinancial 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.

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.

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.

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.

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.

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.
23

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.

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.

Plan of distribution.
1.

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

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.

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.

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.

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.

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.

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

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.

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
24

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.
C.

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

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 approved.
If known, the dates on which the shares will be listed and dealt in should be given.
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.

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.

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.

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.

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.

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.

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 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.

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.

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

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.

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.

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.

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
26

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.

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.

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.

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.

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.

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

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.

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).

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

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.

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.

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.

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

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.

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.

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.

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.

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

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.

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.

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

Item 11.
(a)

Quantitative and Qualitative Disclosures About Market Risk.
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
28

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 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)

(ii)

(iii)

(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)

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

(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

(B)

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;

(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
29

(iii)

(2)
(C)

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;

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

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:
(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.

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 year-end amounts.

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).

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

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;

iv.

Swaps - notional amounts, weighted average pay rates or prices, and weighted average receive rates or prices;
and

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;

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;

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;

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;

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

The contents of the table and related assumptions that should be described include, but are not limited to:
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);
31

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.

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;

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);

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);

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;

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

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 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).

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;

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);

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);

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,
32

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 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).

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

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.

Instructions to Item 11(b).
1.

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

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.

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.

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;

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

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).
4.

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).

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.

If a registrant elects to include voluntarily a particular type of instrument, position, or transaction in their quantitative
disclosures about market risk, that registrant 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.

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.

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.

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 210-20, Balance Sheet - Oﬀsetting). For example, under this instruction, the fair value of assets generally
should not be netted with the fair value of liabilities.

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.
35

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).

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).

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.

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)

(e)

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

(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.

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]

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.

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:

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;

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:
i.

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));

ii.

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 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.

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.

December 31, 19x1

Expected Maturity Date
19x2

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

19x3

19x4

19x5

19x6

ThereFair
after
Total
Value
(US$ Equivalent in millions)

$XXX $XXX $XXX $XXX $XXX $XXX $XXX $XXX
X.X% X.X% X.X% X.X% X.X% X.X% X.X%

Fixed Rate (DM)
Average interest rate

XXX
X.X%

XXX

Variable Rate ($US)
Average interest rate

XXX
X.X%

XXX

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

19x2

19x3

19x4

19x5

19x6

ThereFair
after
Total
Value
(In millions)

$XXX $XXX $XXX $XXX $XXX $XXX $XXX $XXX
X.X% X.X% X.X% X.X% X.X% X.X% X.X%
X.X% X.X% X.X% X.X% X.X% 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.

December 31, 19x1

Expected Maturity Date

19x2

19x3

19x4

19x5

19x6

Thereafter
Total

Fair
Value

On-Balance Sheet Financial Instruments
(US$ Equivalent in millions)
$US Functional Currency2
Liabilities
Long-Term Debt
Fixed Rate (DM)
Average interest rate

$XXX $XXX $XXX $XXX $XXX $XXX $XXX $XXX
X.X

X.X

Expected Maturity or Transaction Date

19x2

19x3

Anticipated Transactions and
Related Derivatives3
$US Functional Currency:
Firmly committed transactions:
Sales Contracts (DM)

2
3

19x5

19x6

Thereafter
Total

Fair
Value

(US$ Equivalent in millions)

$XXX $XXX

Forward Exchange Agreements
(Receive $US/Pay DM)
Contract Amount
XXX
Average Contractual
Exchange Rate
X.X

19x4

$XXX $XXX

XXX

X.X

XXX

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

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.

December 31, 19x1
On Balance Sheet Commodity
Position and Related Derivatives
Carrying
Fair
Amount
Value
(In millions)
Corn Inventory

$XXX

$XXX4

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.

Related Derivatives
Expected
Maturity
1992
Futures Contracts (Short)
Contract Volumes (100,000 bushels)
Weighted Average Price (Per
100,000 bushels)
Contract Amount ($US in millions)

Item 12.
A.

Fair
Value

XXX
$X.XX
$XXX

$XXX

Description of Securities Other than Equity Securities.
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.

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

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.

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.

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

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.
41

7.
8.

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

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.

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.

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

The amount of warrants or rights outstanding.

Provisions for changes or adjustments in the exercise price.

Any other material terms of the warrants or rights.

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.

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.

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

(j)

any limitation on the depositary’s liability.

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.

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.

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.

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.

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;

The expiration or termination date of the warrants;

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

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.

PART II
Item 13.
A.

Defaults, Dividend Arrearages and Delinquencies.
If there has been:
1.

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

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.

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

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.

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.

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.

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.

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.

Give the title of the securities.

Identify and describe briefly the assets withdrawn or substituted.

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

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.

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;

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

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

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:

(f)

(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;

The net oﬀering proceeds to the issuer after deducting the total expenses described in paragraph E.4(e)
of this Item;

(g)

(h)

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). 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)

(ii)

Direct or indirect payments to others; and

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 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.”

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.

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

(3)

If the registrant provides the disclosure required by paragraph (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;
47

(c)

(d)

(2)

The ability to assess the general application of such principles in connection with the accounting for estimates,
accruals and reserves;

(3)

Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level
of complexity of accounting issues that are generally comparable to the breadth and complexity of issues
that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively
supervising one or more persons engaged in such activities;

(4)

An understanding of internal controls over financial reporting;

(5)

An understanding of audit committee functions.

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.

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.

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

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 non-management 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:

(c)

(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.

The registrant must:
(1)

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

(2)

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

(3)

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

(d)

The registrant must briefly describe the nature of any amendment to a provision of its code of ethics that applies to
the registrant’s principal executive oﬃcer, principal financial oﬃcer, principal accounting oﬃcer or controller, or
persons performing similar functions and that relates to any element of the code of ethics definition enumerated in
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:
1.
2.

Item 16B applies only to annual reports, and does not apply to registration statements, on Form 20-F.
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).
49

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).

The registrant does not need to provide any information pursuant toparagraphs (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 12-month period, the registrant must retain the information for a period of not less than five years.
Upon request, the registrant must furnish to the Commission or its staﬀ a copy of any or all information retained
pursuant to this requirement.

The registrant does not need to disclose technical, administrative or other non-substantive amendments to its code
of ethics.

For purposes of this Item 16B:
a.
The term “waiver” means the approval by the registrant of a material departure from a provision of the code
of ethics; and
b.
The term “implicit waiver” means the registrant’s failure to take action within a reasonable period of time
regarding a material departure from a provision of the code of ethics that has been made known to an executive
oﬃcer, as defined in Rule 3b-7 (§240.3b-7 of this chapter), of the registrant.

Item 16C.
(a)

(b)

Principal Accountant Fees and Services.
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.
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.
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.
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.
(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.
1. 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 240.10A-3(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).

Issuer Purchases of Equity Securities

Period

(a) Total
Number
of Shares(0r
Units)
Puchased

(b)
Average Price
Paid per Share
(or Units)

Month # 1