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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

OMB APPROVAL

OMB Number:

3235-0288

Expires:

December 31, 2026

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(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

☐ 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

Commission file number

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

(Jurisdiction of incorporation or organization)

(Address of principal executive oﬃces)

SEC 1852 (07-24)

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

this Form are not required to respond unless the Form displays a currently valid

OMB control number.

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

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Securities registered or to be registered pursuant to Section 12(g) of the Act.

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or

common stock as of the close of the period covered by the annual report.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405

of the Securities Act.

☐ Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not

required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☐ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to

Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those

Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed

by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months

(or for such shorter period that the registrant was required to file such reports), and (2) has been

subject to such filing requirements for the past 90 days.

☐ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every

Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405

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of this chapter) during the preceding 12 months (or for such shorter period that the registrant was

required to submit such files).

☐ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated

filer, a non-accelerated filer, or an emerging growth company. See definition of “large

accelerated filer, "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the

Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S.

GAAP, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards† provided pursuant

to Section 13(a) of the Exchange Act.

☐

† The term “new or revised financial accounting standard” refers to any update issued by

the Financial Accounting Standards Board to its Accounting Standards Codification after

April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its

management’s assessment of the eﬀectiveness of its internal control over financial reporting

under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public

accounting firm that prepared or issued its audit report.

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether

the financial statements of the registrant included in the filing reflect the correction of an error to

previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a

recovery analysis of incentive- based compensation received by any of the registrant’s executive

oﬃcers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial

statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by

the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which

financial statement item the registrant has elected to follow.

Item 17 ☐

Item 18 ☐

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If this is an annual report, indicate by check mark whether the registrant is a shell company (as

defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☐ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required

to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the

distribution of securities under a plan confirmed by a court.

☐ Yes ☐ No

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GENERAL INSTRUCTIONS

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

(a)

Any foreign private issuer, other than an asset-backed issuer (as defined in 17 CFR

229.1101), may use this Form as a registration statement under Section 12 of the

Securities Exchange Act of 1934 (referred to as the Exchange Act) or as an annual or

transition report filed under Section 13(a) or 15(d) of the Exchange Act. A transition

report is filed when an issuer changes its fiscal year end. The term “foreign private

issuer” other than an asset-backed issuer (as defined in 17 CFR 229.1101) is defined

in Rule 3b-4 under the Exchange Act.

(b)

A foreign private issuer must file its annual report on this Form within the four

months after the end of the fiscal year covered by the report.

(c)

A foreign private issuer filing a transition report on this Form must file its report in

accordance with the requirements set forth in Rule 13a-10 or Rule 15d-10 under the

Exchange Act that apply when an issuer changes its fiscal year end.

(d)

A foreign private issuer that was a shell company, other than a business combination

related shell company, as those terms are defined in Rule 12b-2 under the Exchange

Act (17 CFR 240.12b-2), immediately before a transaction that causes it to cease to

be a shell company must file a report on this Form in accordance with the

requirements set forth in Rule 13a-19 or Rule 15d-19 under the Exchange Act (17

CFR 240.13a-19 and 240.15d-19). Issuers filing such reports shall provide all

information required in, and follow all instructions of, Form 20-F relating to an

Exchange Act registration statement of all classes of the registrant’s securities

subject to the reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d)

(15 U.S.C. 78o(d)) of such Act upon consummation of the transaction, with such

information reflecting the registrant and its securities upon consummation of the

transaction. Rule 12b-25 under the Exchange Act (17 CFR 240.12b-25) is not

available to extend the due date of the report required under this subparagraph (d).

General Rules and Regulations That Apply to this Form.

(a)

The General Rules and Regulations under the Securities Act of 1933 (referred to as

the Securities Act) contain general requirements that apply to registration on any

Form. Read these general requirements carefully and follow them when preparing

and filing registration statements and reports on this Form.

(b)

Pay particular attention to Regulation 12B under the Exchange Act. Regulation 12B

contains general requirements about matters such as the kind and size of paper to be

used, the legibility of the registration statement or report, the information to give in

response to a requirement to state the title of securities, the language to be used and

the filing of the registration statement or report.

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(c)

In addition to the definitions in the General Rules and Regulations under the

Securities Act and the definitions in Rule 12b-2 under the Exchange Act, General

Instruction F defines certain terms for purposes of this Form.

(d)

Note Regulation S-X, which applies to the presentation of financial information in a

registration statement or report.

(e)

Where the Form is being used as an annual report filed under Section 13(a) or 15(d)

of the Exchange Act, provide the certifications required by Rule 13a-14 (17 CFR

240.13a-14) or Rule 15d-14 (17 CFR 240.15d-14).

(f)

A foreign private issuer that is a smaller reporting company, as defined in Rule 12b-2

under the Exchange Act (17 CFR 240.12b-2), may not use the scaled disclosure

requirements in Regulation S-X and Regulation S-K available to smaller reporting

companies for the purposes of preparing this Form.

How to Prepare Registration Statements and Reports on this Form.

(a)

Do not use this Form as a blank form to be filled in; use it only as a guide in the

preparation of the registration statement or annual report. General Instruction E

states which items must be responded to in a registration statement and which items

must be responded to in an annual report. The registration statement or report must

contain the numbers and captions of all items. You may omit the text following each

caption in this Form, which describes what must be disclosed under each item. Omit

the text of all instructions in this Form. If an item is inapplicable or the answer to the

item is in the negative, respond to the item by making a statement to that eﬀect.

(b)

Unless an item directs you to provide information as of a specific date or for a

specific period, give the information in a registration statement as of a date

reasonably close to the date of filing the registration statement and give the

information in an annual report as of the latest practicable date.

(c)

Note Exchange Act Rule 12b-20, which states: “In addition to the information

expressly required to be included in a statement or report, there shall be added such

further material information, if any, as may be necessary to make the required

statements, in light of the circumstances under which they are made, not

misleading.”

(d)

If the same information required by this Form also is required by the body of

accounting principles used in preparing the financial statements, you may respond to

an item of this Form by providing a cross-reference to the location of the information

in the financial statements, in lieu of repeating the information.

(e)

Note Item 10 of Regulation S-K which explains the Commission policy on

projections of future economic performance, the Commission's policy on securities

ratings, and the Commission's policy on use of non-GAAP financial measures in

Commission filings.

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(f)

If you are providing the information required by this Form in connection with a

registration statement under the Securities Act, note that Rule 421 requires you to

follow plain English drafting principles. You can find helpful information in “A

Plain English Handbook - How to create clear SEC disclosure documents” and in

staﬀ legal bulletins supplementing the Handbook. These documents are available on

our Internet website, at www.sec.gov.

How to File Registration Statements and Reports on this Form.

(a)

You must file the Form 20-F registration statement or annual report in electronic

format via our Electronic Data Gathering and Retrieval System (EDGAR) in

accordance with the EDGAR rules set forth in Regulation S-T (17 CFR part 232).

The Form 20-F registration statement or annual report must be in the English

language as required by Regulation S-T Rule 306 (17 CFR 232.306). You must

provide the signatures required for the Form 20-F registration statement or annual

report in accordance with Regulation S-T Rule 302 (17 CFR 232.302). If you have

EDGAR questions, call the Filer Support Oﬃce at (202) 551-8900.

(b)

If you are filing the Form 20-F registration statement or annual report in paper under

a hardship exemption in Rule 201 or 202 of Regulation S-T (17 CFR 232.201 or

232.202), or as otherwise permitted, you must file with the Commission (i) three

complete copies of the registration statement or report, including financial

statements, exhibits and all other papers and documents filed as part of the

registration statement or report, and (ii) five additional copies of the registration

statement or report, which need not contain exhibits. Whether filing electronically or

in paper, you must also file at least one complete copy of the registration statement

or report, including financial statements, exhibits and all other papers and documents

filed as part of the registration statement or report, with each exchange on which any

class of securities is or will be registered. When submitting the Form 20-F in paper,

you must sign at least one complete copy of the registration statement or report filed

with the Commission and one copy filed with each exchange in accordance with

Exchange Act Rule 12b-11(d) (17 CFR 12b-11(d)). You must conform the unsigned

copies when submitting the Form 20-F registration statement or report in paper.

When submitting the Form 20-F in electronic format to the Commission, you may

submit a paper copy containing typed signatures to each United States stock

exchange in accordance with Regulation S-T Rule 302(c) (17 CFR 302(c)). See also

Exchange Act Rule 12b-12(d) and Form 20-F’s Instructions as to Exhibits for

requirements concerning use of the English language and treatment of foreign

language documents.

(c)

When registration statements and reports are permitted to be filed in paper, they are

filed with the Commission by sending or delivering them to our File Desk between

the hours of 9:00 a.m. and 5:30 p.m., Washington, D.C. time. The File Desk is closed

on weekends and federal holidays. If you file a paper registration statement or report

by mail or by any means other than hand delivery, the address is U.S. Securities and

Exchange Commission, Attention: File Desk, 100 F Street, N.E., Washington, D.C.

20549. We consider documents to be filed on the date our File Desk receives them.

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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.

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Beneficial owner - The term “beneficial owner” of securities refers to any person who,

even if not the record owner of the securities, has or shares the underlying benefits of

ownership. These benefits include the power to direct the voting or the disposition of the

securities or to receive the economic benefit of ownership of the securities. A person also is

considered to be the “beneficial owner” of securities that the person has the right to acquire

within 60 days by option or other agreement. Beneficial owners include persons who hold

their securities through one or more trustees, brokers, agents, legal representatives or other

intermediaries, or through companies in which they have a “controlling interest,” which

means the direct or indirect power to direct the management and policies of the entity.

Company - References to the “company” mean the company whose securities are being

oﬀered or listed, and refer to the company on a consolidated basis unless the context

indicates otherwise.

Directors and senior management - This term includes (a) the company’s directors, (b)

members of its administrative, supervisory or management bodies, (c) partners with

unlimited liability, in the case of a limited partnership with share capital, (d) nominees to

serve in any of the aforementioned positions, and (e) founders, if the company has been

established for fewer than five years. The persons covered by the term “administrative,

supervisory or management bodies” vary in diﬀerent countries and, for purposes of

complying with the disclosure standards, will be determined by the host country.

Document - This term covers prospectuses and oﬀering documents used in connection

with a public oﬀering of securities and registration statements or prospectuses used in

connection with the initial listing of securities.

Instruction: References to the “document” mean whatever type of document is

being prepared using Form 20-F disclosure requirements, including, as applicable,

a prospectus, an Exchange Act registration statement, and an annual report.

Equity securities - The term “equity securities” includes common or ordinary shares,

preferred or preference shares, options or warrants to subscribe for equity securities, and

any securities, other than debt securities, which are convertible into or exercisable or

redeemable for equity securities of the same company or another company. If the equity

securities available upon conversion, exercise or redemption are those of another company,

the disclosure standards also apply to the other company.

Group - A “group” is a parent and all its subsidiaries. References to a company’s group

mean the group of which it is a member.

Home country - This term refers to the jurisdiction in which the company is legally

organized, incorporated or established and, if diﬀerent, the jurisdiction where it has its

principal listing.

Host country - This term refers to jurisdictions, other than the home country, in which the

company is seeking to oﬀer, register or list its securities.

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Instruction: Note that, as used in this Form, the term “host country” means the

United States and its territories.

Pre-emptive issue - The term “pre-emptive issue” and references to “pre-emptive purchase

rights” refer to oﬀerings made to the company’s existing shareholders in order to permit

them to maintain their pro rata ownership in the company.

First-Time Application of International Financial Reporting Standards.

(a)

Omission of Certain Required Financial Statements. An issuer that changes the body

of accounting principles used in preparing its financial statements presented pursuant

to Item 8.A.2 (“Item 8.A.2”) to International Financial Reporting Standards (“IFRS”)

issued by the International Accounting Standards Board (“IASB”) may omit the

earliest of the three years of audited financial statements required by Item 8.A.2 if

the issuer satisfies the conditions set forth in this Instruction G. For purposes of this

instruction, the term “financial year” refers to the first financial year beginning on or

after January 1 of the same calendar year.

(b)

Applicable Documents. This General Instruction G shall be available only for the

following registration statements and annual reports:

(1) Registration Statements. This instruction shall be available for registration

statements if:

(A)

The issuer adopts IFRS for the first time by an explicit and unreserved

statement of compliance with IFRS; and

(B)

The audited financial statements for the issuer’s most recent financial

year for which audited financial statements are required by Item 8.A.2 are

prepared in accordance with IFRS.

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

(A)

The issuer adopts IFRS for the first time by an explicit and unreserved

statement of compliance with IFRS; and

(B)

The audited financial statements for the issuer’s financial year to which

the annual report relates are prepared in accordance with IFRS.

(c)

[Reserved]

(d)

Information on the Company. The reference in Item 4.B to the “ body of accounting

principles used in preparing the financial statements” means IFRS as issued by the

IASB and not the basis of accounting that was previously used (“Previous GAAP”)

or accounting principles used only to prepare a U.S. GAAP reconciliation.

(e)

Operating and Financial Review and Prospects. The issuer shall present the

information required pursuant to Item 5. The discussion should focus on the financial

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statements for the two most recent financial years prepared in accordance with IFRS

as issued by the IASB. No part of the discussion should relate to financial statements

prepared in accordance with Previous GAAP.

(f)

Financial Information.

(1) General. With respect to the financial information of the issuer required by Item

8.A, all instructions contained in Item 8, including the instruction requiring

audits in accordance with the standards of the PCAOB, shall apply.

(2) Interim Period Financial Information in a Registration Statement or Prospectus.

This instruction shall apply when an issuer is changing the body of accounting

principles used in preparing its financial statements presented pursuant to Item

8.A.2 to IFRS. This instruction shall be available during the financial year in

which the issuer is changing its accounting principles to IFRS and during the

financial year thereafter until the date as of which the issuer is required to

comply with Item 8.A.4.

(A)

Instruction 3 of the Instructions to Item 8.A.5 shall not apply to published

financial information that is prepared with reference to IFRS. This

General Instruction G(f)(2)(A) shall be available for any financial

information for any interim or annual financial period that the issuer

publishes that is prepared with reference to IFRS.

(B)

An issuer that is required to provide interim financial statements under

the first sentence of Item 8.A.5 may satisfy the requirements of that item

by providing one of the following:

(i)

Three financial years of audited financial statements and interim

financial statements (which may be unaudited) for the current and

comparable prior year period, prepared in accordance with Previous

GAAP and reconciled to U.S. GAAP as required by Item 17(c) or

18, as applicable;

(ii)

Two financial years of audited financial statements and interim

financial statements (which may be unaudited) for the current and

comparable prior year period, prepared in accordance with IFRS as

issued by the IASB;

(iii) Three financial years of audited financial statements prepared in

accordance with Previous GAAP interim financial statements

(which may be unaudited) for the current and comparable prior year

period prepared in accordance with IFRS as issued by the IASB;

and condensed financial information prepared in accordance with

U.S. GAAP for the most recent financial year and the current and

comparable prior year interim period (the form and content of this

financial information shall be in a level of detail substantially

similar to that required by Article 10 of Regulation S-X).

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Instruction: An issuer that is unable to provide information that complies with Instruction

G.(f)(2)(B) but has available comparable financial information based on a combination of

Previous GAAP, IFRS and U.S. GAAP should contact the Oﬃce of International Corporate

Finance in the Division of Corporation Finance, in writing and well in advance of any filing

deadlines, to discuss its interim period financial information.

(g)

Quantitative and Qualitative Disclosures about Market Risk. Information in the

document that responds to Item 11 shall be presented on the basis of IFRS.

(h)

Financial Statements. A document to which this Instruction G applies shall include

financial statements that comply with Item 17 or 18 as follows:

(1) Financial Statements in Accordance with IFRS. The issuer may omit the

earliest of the three years of financial statements required by Item 8.A.2.

(2) U.S. GAAP Information. The U.S. GAAP reconciliation required by Item 17(c)

or 18 shall not be required for periods presented in accordance with IFRS as

issued by the IASB.

Instructions: 1. An eligible issuer relying on this General Instruction G may elect to

include, refer to, or incorporate by reference financial data prepared in accordance with

Previous GAAP. An issuer electing to include, refer to, or incorporate by reference Previous

GAAP financial information shall prominently disclose, at an appropriate location in the

document, that the document includes, refers to, or incorporates by reference, as applicable,

financial statements and other financial information based on both IFRS and Previous GAAP,

and that the information based on Previous GAAP is not comparable to information prepared in

accordance with IFRS.

2. Companies electing to include or incorporate by reference Previous

GAAP financial information shall:

a. Present or incorporate by reference selected historical financial

data prepared in accordance with Previous GAAP for the four financial years prior to the most

recent financial year.

b. Present or incorporate by reference operating and financial review

and prospects information pursuant to Item 5 that focuses on the financial statements for the two

most recent financial years prior to the most recent financial year that were prepared in

accordance with Previous GAAP. The discussion should not refer to the reconciliation to U.S.

GAAP. No part of the discussion should relate to financial statements prepared in accordance

with IFRS.

c. Include or incorporate by reference comparative financial

statements prepared in accordance with Previous GAAP that cover the two financial years prior

to the most recent financial year.

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3. Companies electing to include or incorporate by reference Previous

GAAP financial information shall not present that information side-by-side with IFRS financial

information.

4. An issuer that has published audited financial statements prepared in

accordance with IFRS for each of the three latest financial years shall include all three years of

audited IFRS financial statements in its SEC filings.

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PART I

Item 1.

Identity of Directors, Senior Management and Advisers

The purpose of this standard is to identify the company representatives and other

individuals involved in the company’s listing or registration.

A. Directors and senior management. Provide the names, business addresses and

functions of the company’s directors and senior management.

B. Advisers. Provide the names and addresses of the company’s principal bankers and

legal advisers to the extent the company has a continuing relationship with such

entities, the sponsor for listing (where required by the host country regulations), and

the legal advisers to the issue.

C. Auditors. Provide the names and addresses of the company’s auditors for the

preceding three years (together with their membership in a professional body).

Instructions to Item 1: If you are filing Form 20-F as an annual report under the Exchange Act,

you do not have to provide the information called for by Item 1. You must provide this

information, to the extent applicable, if you are filing a registration statement under either the

Securities Act or the Exchange Act.

Instructions to Item 1.B: You only have to provide the information called for by Item 1.B if you

are required to disclose the information in a jurisdiction outside the United States. These

persons will not be considered “experts” or “sellers” under the Securities Act solely due to the

fact that they are named in response to Item 1.B.

Item 2.

Oﬀer Statistics and Expected Timetable

The purpose of this standard is to provide key information regarding the conduct of any

oﬀering and the identification of important dates relating to that oﬀering.

A. Oﬀer statistics. For each method of oﬀering, e.g., rights oﬀering, general oﬀering, etc.,

state the total expected amount of the issue, including the expected issue price or the

method of determining the price and the number of securities expected to be issued.

B. Method and expected timetable. For all oﬀerings, and separately for each group of

targeted potential investors, the document shall state the following information to the

extent applicable to the oﬀering procedure:

The time period during which the oﬀer will be open, and where and to whom

purchase or subscription applications shall be addressed. Describe whether the

purchase period may be extended or shortened, and the manner and duration of

possible extensions or possible early closure or shortening of this period.

Describe the manner in which the latter shall be made public. If the exact dates

are not known when the document is first filed or distributed to the public,

describe arrangements for announcing the final or definitive date or period.

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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]

B. Capitalization and indebtedness. A statement of capitalization and indebtedness

(distinguishing between guaranteed and unguaranteed, and secured and unsecured,

indebtedness) as of a date no earlier than 60 days prior to the date of the document

shall be provided showing the company’s capitalization on an actual basis and, if

applicable, as adjusted to reflect the sale of new securities being issued and the

intended application of the net proceeds therefrom. Indebtedness also includes indirect

and contingent indebtedness.

C. Reasons for the oﬀer and use of proceeds.

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,

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disclose the persons from whom they will be acquired and how the cost to the

company will be determined.

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.

D. Risk factors. The document shall prominently disclose risk factors that are specific to

the company or its industry and make an oﬀering speculative or one of high risk, in a

section headed “Risk Factors.” Companies are encouraged, but not required, to list the

risk factors in the order of their priority to the company. Among other things, such

factors may include, for example: the nature of the business in which it is engaged or

proposes to engage; factors relating to the countries in which it operates; the absence

of profitable operations in recent periods; the financial position of the company; the

possible absence of a liquid trading market for the company’s securities; reliance on

the expertise of management; potential dilution; unusual competitive conditions;

pending expiration of material patents, trademarks or contracts; or dependence on a

limited number of customers or suppliers. The Risk Factors section is intended to be a

summary of more detailed discussion contained elsewhere in the document.

Instructions to Item 3:

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:

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:

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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:

The legal and commercial name of the company.

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

indefinite.

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

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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.

B. Business overview. The information required by this item may be presented on the

same basis as that used to determine the company’s business segments under the body

of accounting principles used in preparing the financial statements. The following

information shall be provided:

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.

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C. Organizational structure. If the company is part of a group, include a brief description

of the group and the company’s position within the group. Provide a listing of the

company’s significant subsidiaries, including name, country of incorporation or

residence, proportion of ownership interest and, if diﬀerent, proportion of voting

power held.

D. Property, plants and equipment. The company shall provide information regarding

any material tangible fixed assets, including leased properties, and any major

encumbrances thereon, including a description of the size and uses of the property;

productive capacity and extent of utilization of the company’s facilities; how the assets

are held; the products produced; and the location. Also describe any environmental

issues that may aﬀect the company’s utilization of the assets. With regard to any

material plans to construct, expand or improve facilities, describe the nature of and

reason for the plan, an estimate of the amount of expenditures including the amount of

expenditures already paid, a description of the method of financing the activity, the

estimated dates of start and completion of the activity, and the increase of production

capacity anticipated after completion.

Instructions to Item 4:

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:

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.

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Instructions to Item 4.B:

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

during each of the three fiscal years immediately prior to filing the registration

statement, you must provide information about your plan of operations. Provide

information comparable to the information required by Item 101(a)(2) of

Regulation S-K.

Item 4A. Unresolved Staﬀ Comments

If the registrant is an accelerated filer or a large accelerated filer, as defined in Rule 12b-2

of the Exchange Act (§240.12b-2 of this chapter), or is a well-known seasoned issuer as defined

in Rule 405 of the Securities Act (§230.405 of this chapter) and has received written comments

from the Commission staﬀ regarding its periodic reports under the Exchange Act not less than

180 days before the end of its fiscal year to which the annual report relates, and such comments

remain unresolved, disclose the substance of any such unresolved comments that the registrant

believes are material. Such disclosure may provide other information including the position of

the registrant with respect to any such comment.

Item 5.

Operating and Financial Review and Prospects

The purpose of this standard is to provide management’s explanation of factors that have

materially aﬀected the company’s financial condition and results of operations for the historical

periods covered by the financial statements, and management’s assessment of factors and trends

which are anticipated to have a material eﬀect on the company’s financial condition and results

of operations in future periods. A discussion and analysis that meets these requirements is

expected to better allow investors to view the registrant from management’s perspective. Discuss

the company’s financial condition, changes in financial condition and results of operations for

each year and interim period for which financial statements are required. The discussion must

include a quantitative and qualitative description of the reasons underlying material changes,

including where material changes within a line item oﬀset one another, to the extent necessary

for an understanding of the company’s business as a whole. Information provided also must

relate to all separate segments and/or other subdivisions (e.g., geographic areas, product lines)

of the company. The discussion must include other statistical data that the company believes will

enhance a reader’s understanding of the company’s financial condition, cash flows and other

changes in financial condition, and results of operations. The discussion and analysis must also

focus specifically on material events and uncertainties known to management that would cause

20 of 105

reported financial information not to be necessarily indicative of future operating results or of

future financial condition. Provide the information specified below as well as such other

information that is necessary for an investor’s understanding of the company’s financial

condition, changes in financial condition and results of operations.

A. Operating results. Provide information regarding significant factors, including unusual

or infrequent events or new developments, materially aﬀecting the company’s income

from operations, indicating the extent to which income was so aﬀected. Describe any

other significant component of revenue or expenses necessary to understand the

company’s results of operations.

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.

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.

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.

Provide information regarding any governmental economic, fiscal, monetary or

political policies or factors that have materially aﬀected, or could materially

aﬀect, directly or indirectly, the company’s operations or investments by host

country shareholders.

B. Liquidity and capital resources. Analyze the registrant’s ability to generate and obtain

adequate amounts of cash to meet its requirements and its plans for cash in the shortterm (i.e., the next 12 months from the most recent fiscal period end required to be

presented) and separately in the long-term (i.e., beyond the next 12 months). The

discussion should analyze material cash requirements from known contractual and

other obligations. Such disclosures must specify the type of obligation and the relevant

time period for the related cash requirements. As part of this analysis, provide the

following information:

Information regarding the company’s liquidity including:

(a)

a description of the internal and external sources of liquidity and a brief

discussion of any material unused sources of liquidity. Include a statement

by the company that, in its opinion, the working capital is suﬃcient for the

company’s present requirements, or, if not, how it proposes to provide the

additional working capital needed.

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(b)

an evaluation of the sources and amounts of the company’s cash flows,

including the nature and extent of any legal or economic restrictions on the

ability of subsidiaries to transfer funds to the company in the form of cash

dividends, loans or advances and the impact such restrictions have had or

are reasonably likely to have on the ability of the company to meet its cash

obligations.

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.

Information regarding the company’s material cash requirements, including

commitments for capital expenditures, as of the end of the latest financial year

and any subsequent interim period and an indication of the general purpose of

such requirements and the anticipated sources of funds needed to satisfy such

requirements.

C. Research and development, patents and licenses, etc. Provide a description of the

company’s research and development policies for the last three years.

D. Trend information. The company must identify material recent trends in production,

sales and inventory, the state of the order book and costs and selling prices since the

latest financial year. The company also must discuss, for at least the current financial

year, any known trends, uncertainties, demands, commitments or events that are

reasonably likely to have a material eﬀect on the company’s net sales or revenues,

income from continuing operations, profitability, liquidity or capital resources, or that

would cause reported financial information not necessarily to be indicative of future

operating results or financial condition.

E. Critical Accounting Estimates

A registrant that does not apply in its primary financial statements IFRS as issued by the

IASB must discuss information about its critical accounting estimates. This disclosure

should supplement, not duplicate, the description of accounting policies in the notes to the

financial statements.

Critical accounting estimates. Critical accounting estimates are those estimates made in

accordance with generally accepted accounting principles that involve a significant level of

estimation uncertainty and have had or are reasonably likely to have a material impact on

the financial condition or results of operations of the registrant. Provide qualitative and

quantitative information necessary to understand the estimation uncertainty and the impact

the critical accounting estimate has had or is reasonably likely to have on the registrant’s

financial condition or results of operations to the extent the information is material and

reasonably available. This information should include why each critical accounting

22 of 105

estimate is subject to uncertainty and, to the extent the information is material and

reasonably available, how much each estimate and/or assumption has changed over a

relevant period, and the sensitivity of the reported amounts to the material methods,

assumptions and estimates underlying its calculation.

Instructions to Item 5:

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.

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.

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.

To the extent the primary financial statements reflect the use of exceptions permitted

or required by IFRS 1, the issuer must:

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;

Include, where material, qualitative disclosure of the impact on financial

condition, changes in financial condition and results of operations that the

treatment specified by IFRS would have had absent the election to rely on the

exception.

An issuer filing financial statements that comply with IFRS as issued by the IASB must,

in providing information in response to paragraphs of this Item 5 that refer to

pronouncements of the FASB, provide disclosure that satisfies the objective of the Item

5 disclosure requirements. In responding to this Item 5, an issuer need not repeat

information contained in financial statements that comply with IFRS as issued by the

IASB.

23 of 105

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.

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.

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.

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:

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.

24 of 105

A. Directors and senior management. The following information shall be disclosed with

respect to the company’s directors and senior management, and any employees such as

scientists or designers upon whose work the company is dependent:

(1)

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

(2)

Principal business activities performed outside the issuing company (including,

in the case of directors, other principal directorships).

(3)

Date of birth or age (if required to be reported in the home country or otherwise

publicly disclosed by the company).

(4)

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

(5)

Any arrangement or understanding with major shareholders, customers,

suppliers or others, pursuant to which any person referred to above was selected

as a director or member of senior management.

B. Compensation. Provide the following information for the last full financial year for the

company’s directors and members of its administrative, supervisory or management

bodies:

(1)

The amount of compensation paid, and benefits in kind granted, to such persons

by the company and its subsidiaries for services in all capacities to the company

and its subsidiaries by any person. Disclosure of compensation is required on an

individual basis unless individual disclosure is not required in the company’s

home country and is not otherwise publicly disclosed by the company. The

standard also covers contingent or deferred compensation accrued for the year,

even if the compensation is payable at a later date. If any portion of the

compensation was paid (a) pursuant to a bonus or profit-sharing plan, provide a

brief description of the plan and the basis upon which such persons participate in

the plan; or (b) in the form of stock options, provide the title and amount of

securities covered by the options, the exercise price, the purchase price (if any),

and the expiration date of the options.

(2)

The total amounts set aside or accrued by the company or its subsidiaries to

provide pension, retirement or similar benefits.

C. Board practices. The following information for the company’s last completed

financial year shall be given with respect to, unless otherwise specified, the company’s

directors, and members of its administrative, supervisory or management bodies.

(1)

Date of expiration of the current term of oﬃce, if applicable, and the period

during which the person has served in that oﬃce.

(2)

Details of directors’ service contracts with the company or any of its subsidiaries

providing for benefits upon termination of employment, or an appropriate

negative statement.

25 of 105

(3)

Details relating to the company’s audit committee and remuneration committee,

including the names of committee members and a summary of the terms of

reference under which the committee operates.

D. Employees. Provide either the number of employees at the end of the period or the

average for the period for each of the past three financial years (and changes in such

numbers, if material) and, if possible, a breakdown of persons employed by main

category of activity and geographic location. Also disclose any significant change in

the number of employees, and information regarding the relationship between

management and labor unions. If the company employs a significant number of

temporary employees, include disclosure of the number of temporary employees on an

average during the most recent financial year.

E. Share ownership.

(1)

With respect to the persons listed in subsection 6.B, above, provide information

as to their share ownership in the company as of the most recent practicable date

(including disclosure on an individual basis of the number of shares and percent

of shares outstanding of that class, and whether they have diﬀerent voting rights)

held by the persons listed and options granted to them on the company’s shares.

Information regarding options shall include: the title and amount of securities

called for by the options; the exercise price; the purchase price, if any; and the

expiration date of the options.

(2)

Describe any arrangements for involving the employees in the capital of the

company, including any arrangement that involves the issue or grant of options

or shares or securities of the company.

Instructions to Item 6.C:

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

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indicate, by an asterisk and explanatory footnote or similar means, that the person

beneficially owns less than one percent of the class, instead of providing that person’s

individual share ownership.

F. Disclosure of a registrant’s action to recover erroneously awarded compensation.

(1)

If at any time during or after the last completed fiscal year the registrant was

required to prepare an accounting restatement that required recovery of

erroneously awarded compensation pursuant to the registrant’s compensation

recovery policy required by the listing standards adopted pursuant to 17 CFR

240.10D-1, or there was an outstanding balance as of the end of the last

completed fiscal year of erroneously awarded compensation to be recovered

from the application of the policy to a prior restatement, the registrant must, in

its annual report on Form 20-F, provide the following information:

(i)

(ii)

For each restatement:

(A)

The date on which the registrant was required to prepare an

accounting restatement;

(B)

The aggregate dollar amount of erroneously awarded compensation

attributable to such accounting restatement, including an analysis of

how the amount was calculated;

(C)

If the financial reporting measure as defined in 17 CFR 240.10D1(d) related to a stock price or total shareholder return metric, the

estimates that were used in determining the erroneously awarded

compensation attributable to such accounting restatement and an

explanation of the methodology used for such estimates;

(D)

The aggregate dollar amount of erroneously awarded compensation

that remains outstanding at the end of the last completed fiscal year;

and

(E)

If the aggregate dollar amount of erroneously awarded compensation

has not yet been determined, disclose this fact, explain the reason(s)

and disclose the information required in (B) through (D) in the next

filing that is subject to this Item;

If recovery would be impracticable pursuant to 17 CFR 240.10D1(b)(1)(iv), for each current and former named executive oﬃcer and for all

other current and former executive oﬃcers as a group, disclose the amount

of recovery forgone and a brief description of the reason the listed

registrant decided in each case not to pursue recovery; and

(iii) For each current and former named executive oﬃcer from whom, as of the

end of the last completed fiscal year, erroneously awarded compensation

had been outstanding for 180 days or longer since the date the registrant

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determined the amount the individual owed, disclose the dollar amount of

outstanding erroneously awarded compensation due from each such

individual.

Item 7.

(2)

If at any time during or after its last completed fiscal year the registrant was

required to prepare an accounting restatement, and the registrant concluded that

recovery of erroneously awarded compensation was not required pursuant to the

registrant’s compensation recovery policy required by the listing standards

adopted pursuant to 17 CFR 240.10D-1, briefly explain why application of the

recovery policy resulted in this conclusion;

(3)

The information must appear with, and in the same format as, the rest of the

disclosure required to be provided pursuant to this Item 6, is required only in

annual reports and does not apply to registration statements on Form 20-F, and

will not be deemed to be incorporated by reference into any filing under the

Securities Act, except to the extent that the listed registrant specifically

incorporates it by reference; and

(4)

The disclosure must be provided in an Interactive Data File in accordance with

Rule 405 of Regulation S-T and the EDGAR Filer Manual.

Major Shareholders and Related Party Transactions

The purpose of this standard is to provide information regarding the major shareholders

and others that control or may control the company. The standard also provides information

regarding transactions the company has entered into with persons aﬃliated with the company

and whether the terms of such transactions are fair to the company. These standards may require

disclosure of related party transactions not required to be disclosed under the body of

accounting principles used in preparing the financial statements. This standard is not intended to

address the thresholds at which shareholders are required, on a continuing basis, to disclose

their beneficial ownership of securities.

A. Major shareholders. To the extent that the following information is known to the

company or can be ascertained from public filings, it should be provided as of the most

recent practicable date, with references to the number of shares held in the company

including shares beneficially owned.

The following information shall be provided regarding the company’s major

shareholders, which means shareholders that are the beneficial owners of 5% or

more of each class of the company’s voting securities (unless the company is

required to disclose a lesser percentage in its home country, in which case that

lesser percentage applies):

(a)

Provide the names of the major shareholders, and the number of shares and

the percentage of outstanding shares of each class owned by each of them

as of the most recent practicable date, or an appropriate negative statement

if there are no major shareholders.

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(b)

Disclose any significant change in the percentage ownership held by any

major shareholders during the past three years.

(c)

Indicate whether the company’s major shareholders have diﬀerent voting

rights, or an appropriate negative statement.

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.

B. Related party transactions. Provide the information required below for the period

since the beginning of the company’s preceding three financial years up to the date of

the document, with respect to transactions or loans between the company and (a)

enterprises that directly or indirectly through one or more intermediaries, control or are

controlled by, or are under common control with, the company; (b) associates; (c)

individuals owning, directly or indirectly, an interest in the voting power of the

company that gives them significant influence over the company, and close members

of any such individual’s family; (d) key management personnel, that is, those persons

having authority and responsibility for planning, directing and controlling the activities

of the company, including directors and senior management of companies and close

members of such individuals’ families; and (e) enterprises in which a substantial

interest in the voting power is owned, directly or indirectly, by any person described in

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.

The nature and extent of any transactions or presently proposed transactions

which are material to the company or the related party, or any transactions that

are unusual in their nature or conditions, involving goods, services, or tangible or

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

party.

The amount of outstanding loans (including guarantees of any kind) made by the

company, its parent or any of its subsidiaries to or for the benefit of any of the

persons listed above. The information given should include the largest amount

outstanding during the period covered, the amount outstanding as of the latest

practicable date, the nature of the loan and the transaction in which it was

incurred, and the interest rate on the loan. In addition, if the company, its parent

or any of its subsidiaries is a foreign bank (as defined in 17 CFR 240.13k-1) that

has made a loan to which Instruction 2 of this Item does not apply, identify the

director, senior management member, or other related party required to be

described by this Item who received the loan, and describe the nature of the loan

recipient’s relationship to the foreign bank.

C. Interests of experts and counsel. If any of the named experts or counselors was

employed on a contingent basis, owns an amount of shares in the company or its

subsidiaries which is material to that person, or has a material, direct or indirect

economic interest in the company or that depends on the success of the oﬀering,

provide a brief description of the nature and terms of such contingency or interest.

Instructions to Item 7.B:

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;

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(B)

your home jurisdiction’s privacy laws prevent the disclosure of the name of this

loan recipient; and

(C)

this loan recipient is unable to waive or has otherwise not waived application of

these privacy laws.

Disclosure need not be provided pursuant to this Item if the transaction involves the

recovery of excess incentive-based compensation that is disclosed pursuant to Item

6.F.

Instruction to Item 7.C:

If you are filing Form 20-F as a registration statement or annual report under the

Exchange Act, you do not have to provide the information called for by Item 7.C. You

must provide this information if you are filing a registration statement under the

Securities Act. Accountants who provide a report on financial statements that are

presented or incorporated by reference in a registration statement should note Article

2 of Regulation S-X. That Article contains the Commission’s requirements for

qualifications and reports of accountants.

Item 8.

Financial Information

The purpose of this standard is to specify which financial statements must be included in

the document, as well as the periods to be covered, the age of the financial statements and other

information of a financial nature.

A. Consolidated Statements and Other Financial Information.

The document must contain consolidated financial statements, audited by an

independent auditor and accompanied by an audit report, comprised of:

(a)

balance sheet;

(b)

statement of comprehensive income (either in a single continuous financial

statement or in two separate but consecutive financial statements; or a

statement of net income if there was no other comprehensive income);

(c)

statement showing either (i) changes in equity other than those arising

from capital transactions with owners and distributions to owners; or (ii)

all changes in equity (including a subtotal of all non-owner items

recognized directly in equity);

(d)

cash flow statement;

(e)

related notes and schedules required by the comprehensive body of

accounting standards pursuant to which the financial statements are

prepared; and

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(f)

if not included in the primary financial statements, a note analyzing the

changes in each caption of shareholders’ equity presented in the balance

sheet.

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.

If the document is dated more than nine months after the end of the last audited

financial year, it should contain consolidated interim financial statements, which

may be unaudited (in which case that fact should be stated), covering at least the

first six months of the financial year. The interim financial statements should

include a balance sheet, statement of comprehensive income (either in a single

continuous financial statement or in two separate but consecutive financial

statements; or a statement of net income if there was no other comprehensive

income), cash flow statement, and a statement showing either (i) changes in

equity other than those arising from capital transactions with owners and

distributions to owners, or (ii) all changes in equity (including a subtotal of all

non-owner items recognized directly in equity). Each of these statements may be

in condensed form as long as it contains the major line items from the latest

audited financial statements and includes the major components of assets,

liabilities and equity (in the case of the balance sheet); income and expenses (in

the case of the statement of comprehensive income) and the major subtotals of

cash flows (in the case of the cash flow statement). The interim financial

statements should include comparative statements for the same period in the

prior financial year, except that the requirement for comparative balance sheet

information may be satisfied by presenting the year end balance sheet. If not

included in the primary financial statements, a note should be provided

analyzing the changes in each caption of shareholders’ equity presented in the

balance sheet. The interim financial statements should include selected note

disclosures that will provide an explanation of events and changes that are

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significant to an understanding of the changes in financial position and

performance of the enterprise since the last annual reporting date. If, at the date

of the document, the company has published interim financial information that

covers a more current period than those otherwise required by this standard, the

more current interim financial information must be included in the document.

Companies are encouraged, but not required, to have any interim financial

statements in the document reviewed by an independent auditor. If such a review

has been performed and is referred to in the document, a copy of the auditor’s

interim review report must be provided in the document.

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.

B. Significant Changes. Disclose whether or not any significant change has occurred

since the date of the annual financial statements, and/or since the date of the most

recent interim financial statements, if any, included in the document.

Instructions to Item 8:

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 15month period referred to in Item 8.A.4 is extended to 18 months and the interim

financial statements referred to in Item 8.A.5 shall be as of a date within 12 months of

the date of the document. The provisions of this paragraph are not applicable if

securities are to be oﬀered or sold in a standby underwriting in the United States or

similar arrangement.

If the primary financial statements included in the document represent the first filing

by the issuer with the SEC of consolidated financial statements prepared in

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accordance with IFRS, the notes to the financial statements prepared in accordance

with IFRS shall disclose the following:

The reconciliation from Previous GAAP to IFRS required by IFRS 1 shall be

presented in a form and level of information suﬃcient to explain all material

adjustments to the balance sheet and income statement and, if presented under

Previous GAAP, to the cash flow statement; and

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.

For filings on Form 20-F filed pursuant to General Instruction A.(d) of this form and

for registration statements, when the issuer is a shell company that is combining with a

business, see § 240.15-01 (Rule 15-01 of Regulation S-X).

Instructions to Item 8.A.2:

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.

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Instructions to Item 8.A.4:

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:

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:

Describe any ways in which the accounting principles, practices and methods

used in preparing that interim financial information vary materially from the

principles, practices and methods accepted in the United States, and

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.

A registrant that files interim period financial statements pursuant to Item 8.A.5 is not

required to comply with Article 10 of Regulation S-X if that registrant prepares its

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annual financial statements in accordance with IFRS as issued by the IASB,prepares

its interim period financial statements in compliance with IAS 34 “Interim Financial

Reporting,” and explicitly states its compliance with IAS 34 in the notes to the interim

financial statements.

Instructions to Item 8.A.7:

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.

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.

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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.

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.

B. Plan of distribution.

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.

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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 exchangetraded 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 in privity of

contract with the company or selling shareholders. The foregoing information

should include a statement as to whether the underwriters are or will be

committed to take and to pay for all of the securities if any are taken, or whether

it is an agency or the type of “best eﬀorts” arrangement under which the

underwriters are required to take and to pay for only such securities as they may

sell to the public.

10.

If any underwriter or other financial adviser has a material relationship with the

company, describe the nature and terms of such relationship.

C. Markets. The company shall disclose all stock exchanges and other regulated markets

on which the securities to be oﬀered or listed are traded. When an application for

admission to any exchange and/or regulated market is being or will be sought, this

must be mentioned, without creating the impression that the listing necessarily will be

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

given.

D. Selling shareholders. The following information shall be provided:

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.

E. Dilution. The following information shall be provided:

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.

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

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

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information may be given subject to future contingencies. If the amounts of any

items are not known, estimates (identified as such) shall be given.

Instruction to Item 9: If you are using this Form as a registration statement under the Exchange

Act, provide only the information called for by Items 9.A.4-7 and 9.C. If you are using this Form

as an annual report, provide only the information called for by Items 9.A.4 and 9.C. If you are

providing this information in a Securities Act registration statement, provide the information

called for by the entire Item.

Instruction to Item 9.A: When you are required to state the title of the securities, the title must

indicate the type and general character of the securities, such as whether they are callable,

convertible or redeemable and whether there is any preference or fixed rate of dividends.

Instructions to Item 9.B:

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:

The amount of issued capital and, for each class of share capital: (a) the number

of shares authorized; (b) the number of shares issued and fully paid and issued

but not fully paid; (c) the par value per share, or that the shares have no par

value; and (d) a reconciliation of the number of shares outstanding at the

beginning and end of the year. If more than 10% of capital has been paid for

with assets other than cash within the past five years, that fact should be stated.

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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 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.

An indication of the resolutions, authorizations and approvals by virtue of which

the shares have been or will be created and/or issued, the nature of the issue and

amount thereof and the number of shares which have been or will be created

and/or issued, if predetermined.

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

provided:

Indicate the registor and the entry number therein, if applicable, and describe the

company’s objects and purposes and where they can be found in the

memorandum and articles.

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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.

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10.

Describe the conditions imposed by the memorandum and articles of association

governing changes in the capital, where such conditions are more stringent than

is required by law.

C. Material contracts. Provide a summary of each material contract, other than contracts

entered into in the ordinary course of business, to which the company or any member

of the group is a party, for the two years immediately preceding publication of the

document, including dates, parties, general nature of the contracts, terms and

conditions, and amount of any consideration passing to or from the company or any

other member of the group.

D. Exchange controls. Describe any governmental laws, decrees, regulations or other

legislation of the home country of the company which may aﬀect:

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.

E. Taxation. The company shall provide information regarding taxes (including

withholding provisions) to which shareholders in the host country may be subject.

Information should be included as to whether the company assumes responsibility for

the withholding of tax at the source and regarding applicable provisions of any

reciprocal tax treaties between the home and host countries, or a statement, if

applicable, that there are no such treaties.

F. Dividends and paying agents. Disclose the date on which the entitlement to dividends

arises, if known, and any procedures for nonresident holders to claim dividends.

Identify the financial organizations which, at the time of admission of shares to oﬃcial

listing, are the paying agents of the company in the countries where admission has

taken place or is expected to take place.

G. Statement by experts. Where a statement or report attributed to a person as an expert is

included in the document, provide such person’s name, address and qualifications and

a statement to the eﬀect that such statement or report is included, in the form and

context in which it is included, with the consent of that person, who has authorized the

contents of that part of the document.

H. Documents on display. The company shall provide an indication of where the

documents concerning the company which are referred to in the document may be

inspected. Exhibits and documents on display generally should be translated into the

language of the host country, or a summary in the host country language should be

provided.

Subsidiary Information. Certain information relating to the company’s subsidiaries

must be provided in some countries, if the information is not otherwise called for by

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

statements.

Annual Report to Security Holders. If a registrant is required to provide an annual

report to security holders in response to the requirements of Form 6-K (§249.306 of

this chapter), the registrant must submit the annual report to security holders in

electronic format in accordance with the EDGAR Filer Manual.

Instructions to Item 10:

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.

Quantitative and Qualitative Disclosures About Market Risk.

(a) Quantitative information about market risk.

(1)

Registrants shall provide, in their reporting currency, quantitative information

about market risk as of the end of the latest fiscal year, in accordance with one of

the following three disclosure alternatives. In preparing this quantitative

information, registrants shall categorize market risk sensitive instruments into

instruments entered into for trading purposes and instruments entered into for

purposes other than trading purposes. Within both the trading and other than

trading portfolios, separate quantitative information shall be presented, to the

extent material, for each market risk exposure category (i.e., interest rate risk,

foreign currency exchange rate risk, commodity price risk, and other relevant

market risks, such as equity price risk). A registrant may use one of the three

alternatives set forth below for all of the required quantitative disclosures about

market risk. A registrant also may choose, from among the three alternatives,

one disclosure alternative for market risk sensitive instruments entered into for

trading purposes and another disclosure alternative for market risk sensitive

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instruments entered into for other than trading purposes. Alternatively, a

registrant may choose any disclosure alternative, from among the three

alternatives, for each risk exposure category within the trading and other than

trading portfolios. The three disclosure alternatives are:

(i)

(A) (1) Tabular presentation of information related to market risk sensitive

instruments; such information shall include fair values of the market risk

sensitive instruments and contract terms suﬃcient to determine future cash

flows from those instruments, categorized by expected maturity dates.

(2) Tabular information relating to contract terms shall allow readers

of the table to determine expected cash flows from the market risk

sensitive instruments for each of the next five years. Comparable

tabular information for any remaining years shall be displayed as

an aggregate amount.

(3) Within each risk exposure category, the market risk sensitive

instruments shall be grouped based on common characteristics.

Within the foreign currency exchange rate risk category, the

market risk sensitive instruments shall be grouped by functional

currency and within the commodity price risk category, the

market risk sensitive instruments shall be grouped by type of

commodity.

(4) See the Appendix to this Item for a suggested format for

presentation of this information; and

(B)

(ii)

(A) Sensitivity analysis disclosures that express the potential loss in future

earnings, fair values, or cash flows of market risk sensitive instruments

resulting from one or more selected hypothetical changes in interest rates,

foreign currency exchange rates, commodity prices, and other relevant

market rates or prices over a selected period of time. The magnitude of

selected hypothetical changes in rates or prices may diﬀer among and

within market risk exposure categories; and

(A)

(ii)

Registrants shall provide a description of the contents of the table

and any related assumptions necessary to understand the disclosures

required under paragraph (a)(1)(i)(A) of this Item 11; or

Registrants shall provide a description of the model, assumptions,

and parameters, which are necessary to understand the disclosures

required under paragraph (a)(1)(ii)(A) of this Item 11; or

(A) Value at risk disclosures that express the potential loss in future

earnings, fair values, or cash flows of market risk sensitive instruments

over a selected period of time, with a selected likelihood of occurrence,

from changes in interest rates, foreign currency exchange rates,

commodity prices, and other relevant market rates or prices;

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(B) (1) For each category for which value at risk disclosures are required

under paragraph (a)(1) (iii)(A) of this Item 11, provide either:

(i)

The average, high and low amounts, or the distribution of

the value at risk amounts for the reporting period; or

(ii)

The average, high and low amounts, or the distribution of

actual changes in fair values, earnings, or cash flows from

the market risk sensitive instruments occurring during the

reporting period; or

(iii) The percentage or number of times the actual changes in

fair values, earnings, or cash flows from the market risk

sensitive instruments exceeded the value at risk amounts

during the reporting period;

(2) Information required under paragraph (a)(1)(iii)(B)(1) of this Item

11 is not required for the first fiscal year end in which a registrant

must present Item 11 information; and

(C)

Registrants shall provide a description of the model, assumptions,

and parameters, which are necessary to understand the disclosures

required under paragraphs (a)(1)(iii)(A) and (B) of this Item 11.

(2)

Registrants shall discuss material limitations that cause the information required

under paragraph (a)(1) of this Item 11 not to reflect fully the net market risk

exposures of the entity. This discussion shall include summarized descriptions of

instruments, positions, and transactions omitted from the quantitative market risk

disclosure information or the features of instruments, positions, and transactions

that are included, but not reflected fully in the quantitative market risk disclosure

information.

(3)

Registrants shall present summarized market risk information for the preceding

fiscal year. In addition, registrants shall discuss the reasons for material

quantitative changes in market risk exposures between the current and preceding

fiscal years. Information required by this paragraph(a)(3), however, is not

required if disclosure is not required under paragraph (a)(1) of this Item 11 for

the current fiscal year. Information required by this paragraph (a)(3) is not

required for the first fiscal year end in which a registrant must present Item 11

information.

(4)

If registrants change disclosure alternatives or key model characteristics,

assumptions, and parameters used in providing quantitative information about

market risk (e.g., changing from tabular presentation to value at risk, changing

the scope of instruments included in the model, or changing the definition of loss

from fair values to earnings), and if the eﬀects of any such change is material,

the registrant shall:

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(i)

Explain the reasons for the change; and

(ii)

Either provide summarized comparable information, under the new

disclosure method, for the year preceding the current year or, in addition to

providing disclosure for the current year under the new method, provide

disclosures for the current year and preceding fiscal year under the method

used in the preceding year.

Instruction to Item 11: An issuer filing financial statements that comply with IFRS as issued by

the IASB should, in providing information in response to paragraphs of this Item 11 that refer to

pronouncements of the FASB, provide disclosure that satisfies the objective of the Item 11

disclosure requirements. In responding to this Item 11, an issuer need not repeat information

contained in financial statements that comply with IFRS as issued by the IASB.

Instructions to Item 11(a).

Under Item 11(a)(1):

For each market risk exposure category within the trading and other than trading

portfolios, registrants may report the average, high, and low sensitivity analysis or

value at risk amounts for the reporting period, as an alternative to reporting yearend amounts.

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):

Examples of contract terms suﬃcient to determine future cash flows from market risk

sensitive instruments include, but are not limited to:

Debt instruments - principal amounts and weighted average eﬀective interest

rates;

ii. Forwards and futures - contract amounts and weighted average settlement

prices;

iii. Options - contract amounts and weighted average strike prices;

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iv. Swaps - notional amounts, weighted average pay rates or prices, and weighted

average receive rates or prices; and

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:

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:

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The diﬀerent amounts reported in the table for various categories of the market

risk sensitive instruments (e.g., principal amounts for debt, notional amounts for

swaps, and contract amounts for options and futures);

ii. The diﬀerent types of reported market rates or prices (e.g., contractual rates or

prices, spot rates or prices, forward rates or prices); and

iii. Key prepayment or reinvestment assumptions relating to the timing of reported

amounts.

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

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

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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):

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, 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

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

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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:

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.

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Instructions to Item 11(b).

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

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).

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:

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;

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;

i. Other financial instruments include, but are not limited to, trade accounts

receivable, investments, loans, structured notes, mortgage-backed securities, trade

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accounts payable, indexed debt instruments, interest-only and principal-only

obligations, deposits, and other debt obligations;

ii. Other financial instruments exclude employers and plans obligations for pension

and other post-retirement benefits, substantively extinguished debt, insurance

contracts, lease contracts, warranty obligations and rights, unconditional

purchase obligations, investments accounted for under the equity method,

minority interests in consolidated enterprises, and equity instruments issued by

the registrant and classified in stockholders’ equity in the statement of financial

position (see, e.g., FASB ASC paragraph 825-10-50-8). For purposes of this

item, trade accounts receivable and trade accounts payable need not be

considered other financial instruments when their carrying amounts

approximate fair value; and

Derivative commodity instruments include, to the extent such instruments are not

derivative financial instruments, commodity futures, commodity forwards, commodity

swaps, commodity options, and other commodity instruments with similar

characteristics that are permitted by contract or business custom to be settled in cash

or with another financial instrument. For purposes of this paragraph, settlement in

cash includes settlement in cash of the net change in value of the derivative

commodity instrument (e.g., net cash settlement based on changes in the price of the

underlying commodity).

In addition to providing required disclosures for the market risk sensitive instruments

defined in instruction 2. of the General Instructions to Items 11(a) and 11(b),

registrants are encouraged to include other market risk sensitive instruments,

positions, and transactions within the disclosures required under Items 11(a) and

11(b). Such instruments, positions, and transactions might include commodity

positions, derivative commodity instruments that are not permitted by contract or

business custom to be settled in cash or with another financial instrument, cash flows

from anticipated transactions, and certain financial instruments excluded under

instruction 3.C.ii. of the General Instructions to Items 11(a) and 11(b).

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

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should include all, rather than some, of those instruments, positions, or transactions

within those disclosures. For example, if a registrant holds in inventory a particular

type of commodity position and elects to include that commodity position within their

market risk disclosures, the registrant should include the entire commodity position,

rather than only a portion thereof, in their quantitative disclosures about market risk.

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:

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 21020, Balance Sheet - Oﬀsetting). For example, under this instruction, the fair value of

assets generally should not be netted with the fair value of liabilities.

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:

Past market movements;

ii. Reasonably possible, near-term market movements; and

iii. Potential losses that may arise from leverage, option, and multiplier features.

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).

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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)]

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).

Information required by paragraph (c) of this Item 11 is not required until after the

first fiscal year end in which this Item 11 is applicable.

(d) Safe Harbor.

(1)

The safe harbor provided in Section 27A of the Securities Act of 1933 (15

U.S.C. 77z-2) and Section 21E of the Securities Exchange Act of 1934 (15

U.S.C. 78u-5) (“statutory safe harbors”) shall apply, with respect to all types of

issuers and transactions, to information provided pursuant to paragraphs (a), (b),

and (c) of this Item 11, provided that the disclosure is made by an issuer; a

person acting on behalf of the issuer; an outside reviewer retained by the issuer

making a statement on behalf of the issuer; or an underwriter, with respect to

information provided by the issuer or information derived from information

provided by the issuer.

(2)

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

(i)

All information required by paragraphs (a), (b)(1)(i), (b)(1)(iii), and (c) of

this Item 11 is considered forward looking statements for purposes of the

statutory safe harbors, except for historical facts such as the terms of

particular contracts and the number of market risk sensitive instruments

held during or at the end of the reporting period; and

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(ii)

With respect to paragraph (a) of this Item 11, the meaningful cautionary

statements prong of the statutory safe harbors will be satisfied if a

registrant satisfies all requirements of that same paragraph (a) of this Item

11.

(e) Smaller reporting companies. Smaller reporting companies, as defined in §230.405 of

this chapter and §240.12b-2 of this chapter, need not provide the information required

by this Item 11, whether or not they file on forms specially designated as smaller

reporting company [or small business issuer] forms.

General Instructions to Items 11(a), 11(b), 11(c), 11(d), and 11(e).

[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:

iv. An insured depository institution as defined in section 3(c)(2) of the Federal

Deposit Insurance Act (12 U.S.C.A. Sec.1813 (c));

An institution organized under the laws of the United States, any State of the

United States, the District of Columbia, any territory of the United States,

Puerto Rico, Guam, American Samoa, or the Virgin Islands, which both accepts

demand deposits or deposits that the depositor may withdraw by check or

similar means for payment to third parties or others and is engaged in the

business of making commercial loans.

For purposes of instruction 1. of the General Instructions to Items 11(a), 11(b),

11(c), 11(d), and 11(e), market capitalization is the aggregate market value of

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common equity as set forth in General Instruction I.B.1. of Form S-3; provided

however, that common equity held by aﬃliates is included in the calculation of

market capitalization; and provided further that instead of using the 60 day

period prior to filing referenced in General Instruction I.B.1. of Form S-3, the

measurement date is January 28, 1997.

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Appendix to Item 11 - Tabular Disclosures

The tables set forth below are illustrative of the format that might be used when a registrant

elects to present the information required by paragraph (a)(1)(i)(A) of Item 11 regarding terms

and information about derivative financial instruments, other financial instruments, and

derivative commodity instruments. These examples are for illustrative purposes only. Registrants

are not required to display the information in the specific format illustrated below. Alternative

methods of display are permissible as long as the disclosure requirements of the section are

satisfied. Furthermore, these examples were designed primarily to illustrate possible formats for

presentation of the information required by the disclosure item and do not purport to illustrate the

broad range of derivative financial instruments, other financial instruments, and derivative

commodity instruments utilized by registrants.

Interest Rate Sensitivity

The table below provides information about the Company’s derivative financial

instruments and other financial instruments that are sensitive to changes in interest rates,

including interest rate swaps and debt obligations. For debt obligations, the table presents

principal cash flows and related weighted average interest rates by expected maturity dates. For

interest rate swaps, the table presents notional amounts and weighted average interest rates by

expected (contractual) maturity dates. Notional amounts are used to calculate the contractual

payments to be exchanged under the contract. Weighted average variable rates are based on

implied forward rates in the yield curve at the reporting date. The information is presented in

U.S. dollar equivalents, which is the Company’s reporting currency. The instrument’s actual cash

flows are denominated in both U.S. dollars ($US) and German deutschmarks (DM), as indicated

in parentheses.

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December 31, 19x1

Expected Maturity Date

Fair

Thereafter

Total

Value

(US$ Equivalent in millions) 1

Liabilities

Long-term Debt

Fixed Rate ($US)

Average interest rate

19x2

19x3

19x4

19x5

19x6

$XXX

X.X%

$XXX

X.X%

$XXX

X.X%

$XXX

X.X%

$XXX

X.X%

$XXX

X.X%

$XXX

X.X%

$XXX

Fixed Rate (DM)

Average interest rate

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

Variable Rate ($US)

Average interest rate

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

Fair

Total

Value

(In millions)

Expected Maturity Rate

Interest Rate Derivatives

Interest Rate Swaps

Variable to Fixed ($US)

Average pay rate

Average receive rate

19x2

19x3

19x4

19x5

19x6

Thereafter

$XXX

X.X%

$XXX

X.X%

$XXX

X.X%

$XXX

X.X%

$XXX

X.X%

$XXX

X.X%

$XXX

X.X%

$XXX

Fixed to Variable ($US)

Average pay rate

Average receive rate

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

X.X%

XXX

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.

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

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December 31, 19x1

Expected Maturity Date

On Balance Sheet

Financial Instruments

$US Functional Currency 2

Liabilities

Long-Term Debt

Fixed Rate (DM)

Average interest rate

19x2

19x3

19x4

19x5

19x6

Total

Fair

Value

$XXX

X.X

$XXX

X.X

$XXX

Thereafter

Total

Fair

Value

Thereafter

(US$ Equivalent in millions)

$XXX

X.X

$XXX

X.X

$XXX

X.X

$XXX

X.X

$XXX

X.X

Expected Maturity or Transaction Date

Anticipated Transactions

and Related Derivatives 3

$US Functional Currency

Firmly committed

transactions:

Sales Contracts (DM)

Forward Exchange

Agreements

(Receive $US/Pay DM)

Contract Amount

Average Contractual

Exchange Rate

19x2

19x3

19x4

19x5

19x6

(US$ Equivalent in millions)

$XXX

XXX

X.X

Commodity Price Sensitivity

The table below provides information about the Company’s corn inventory and futures

contracts that are sensitive to changes in commodity prices, specifically corn prices. For

inventory, the table presents the carrying amount and fair value at December 31, 19x1. For the

futures contracts the table presents the notional amounts in bushels, the weighted average

contract prices, and the total dollar contract amount by expected maturity dates, the latest of

which occurs one year from the reporting date. Contract amounts are used to calculate the

contractual payments and quantity of corn to be exchanged under the futures contracts.

Similar tabular information would be provided for other functional currencies.

Pursuant to General Instruction 4 to Items 11(a) and 11(b) of Form 20-F, registrants may include cash flows from

anticipated transactions and operating cash flows resulting from non-financial and non-commodity instruments.

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December 31, 19x1

On Balance Sheet Commodity

Position and Related Derivatives

Corn Inventory

Related Derivatives

Futures Contracts (Short)

Contracts Values (100,000 bushels)

Weighted Average Price (Per 100,000 bushels)

Contract Amount ($US in millions)

Item 12.

Carrying

Fair

Amount

Value

(In millions)

$XXX

$XXX 4

Expected

Maturity

1992

Fair

Value

XXX

$X.XX

$XXX

Description of Securities Other than Equity Securities.

A. Debt Securities. If you are registering debt securities, provide the following

information if it is relevant to the securities you are registering.

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

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.

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securities, the incurring of additional debt, the release or substitution of assets

securing the issue, the modification of the terms of the security and similar

provisions. You do not need to describe provisions permitting the release of

assets upon the deposit of equivalent funds or the pledge of equivalent property,

the release of property no longer required in the business, obsolete property or

property taken by eminent domain, the application of insurance monies, and

similar provisions.

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.

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.

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B. Warrants and Rights. If the securities you are registering are being oﬀered pursuant to

warrants or rights, provide the following information, in addition to the description of

the securities the warrants or rights represent.

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.

C. Other Securities. If you are registering securities other than equity, debt, warrants or

rights, briefly describe the rights evidenced by the securities you are registering. The

description should be comparable in detail to the description you would be required to

provide for equity, debt, warrants or rights.

D. American Depositary Shares. If you are registering securities represented by American

Depositary Receipts, provide the following information.

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;

(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

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