# SECURITIES AND EXCHANGE COMMISSION

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## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

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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hours per response.......6 6 0 . 8 8

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

to

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

SEC 1852 (07-24)

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

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

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

Trading
Symbol(s)

Name of each exchange on which registered

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

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

Indicate the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.
☐ Yes ☐ No
If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☐ No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
☐ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405

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

Accelerated filer ☐

Non-accelerated filer ☐
Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S.
GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant
to Section 13(a) of the Exchange Act.
☐
† The term “new or revised financial accounting standard” refers to any update issued by
the Financial Accounting Standards Board to its Accounting Standards Codification after
April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its
management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public
accounting firm that prepared or issued its audit report.

☐

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

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

Other ☐

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

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

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GENERAL INSTRUCTIONS
A.

B.

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

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

(b)

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

(c)

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

(d)

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

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

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

(b)

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

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C.

(c)

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

(d)

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

(e)

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

(f)

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

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

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

(b)

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

(c)

Note Exchange Act Rule 12b-20, which states: “In addition to the information
expressly required to be included in a statement or report, there shall be added such
further material information, if any, as may be necessary to make the required
statements, in light of the circumstances under which they are made, not
misleading.”

(d)

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

(e)

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

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(f)

D.

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

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

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

(b)

If you are filing the Form 20-F registration statement or annual report in paper under
a hardship exemption in Rule 201 or 202 of Regulation S-T (17 CFR 232.201 or
232.202), or as otherwise permitted, you must file with the Commission (i) three
complete copies of the registration statement or report, including financial
statements, exhibits and all other papers and documents filed as part of the
registration statement or report, and (ii) five additional copies of the registration
statement or report, which need not contain exhibits. Whether filing electronically or
in paper, you must also file at least one complete copy of the registration statement
or report, including financial statements, exhibits and all other papers and documents
filed as part of the registration statement or report, with each exchange on which any
class of securities is or will be registered. When submitting the Form 20-F in paper,
you must sign at least one complete copy of the registration statement or report filed
with the Commission and one copy filed with each exchange in accordance with
Exchange Act Rule 12b-11(d) (17 CFR 12b-11(d)). You must conform the unsigned
copies when submitting the Form 20-F registration statement or report in paper.
When submitting the Form 20-F in electronic format to the Commission, you may
submit a paper copy containing typed signatures to each United States stock
exchange in accordance with Regulation S-T Rule 302(c) (17 CFR 302(c)). See also
Exchange Act Rule 12b-12(d) and Form 20-F’s Instructions as to Exhibits for
requirements concerning use of the English language and treatment of foreign
language documents.

(c)

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

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

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

(b)

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

(c)

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

(d)

F.

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

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

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

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

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

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

(b)

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

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

(B)

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

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

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

(B)

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

(c)

[Reserved]

(d)

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

(e)

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

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

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

(B)

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

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

(ii)

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

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

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

(h)

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

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

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

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PART I
Item 1.

Identity of Directors, Senior Management and Advisers

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

Offer Statistics and Expected Timetable

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

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

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

3.

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

4.

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

5.

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

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

Key Information

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

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

2.

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

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

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

4.

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

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

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

2.

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

Instructions to Item 3.B:
1.

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

2.

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

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

b.

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

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

Information on the Company

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

The legal and commercial name of the company.

2.

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

3.

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

4.

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

5.

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

6.

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

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

8.

State that the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC and state the address of that site (http://
www.sec.gov). Disclose your Internet address, if available.

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

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

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

2.

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

3.

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

4.

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

Instructions to Item 4.A.4:
1.

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

2.

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

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Instructions to Item 4.B:
1.

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

2.

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

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

Operating and Financial Review and Prospects

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

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

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

2.

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

3.

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

4.

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

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

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

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

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(b)

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

2.

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

3.

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

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

22 of 105

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

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

2.

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

3.

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

4.

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

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

b.

5.

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

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

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

7.

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

8.

For the Liquidity and Capital Resources disclosure, discussion of material cash
requirements from known contractual obligations may include, for example, lease
obligations, purchase obligations, or other liabilities reflected on the registrant’s
balance sheet. Except where it is otherwise clear from the discussion, the registrant
must indicate those balance sheet conditions or income or cash flow items which the
registrant believes may be indicators of its liquidity condition.

9.

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

Instruction to Item 5.A:
1.

Item 6.

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

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

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

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

(2)

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

(3)

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

(4)

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

(5)

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

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

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

(2)

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

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

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

(2)

Details of directors’ service contracts with the company or any of its subsidiaries
providing for benefits upon termination of employment, or an appropriate
negative statement.
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:
1.

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

2.

If the company is a listed issuer as defined in Exchange Act Rule 10A-3 (17 CFR
240.10A-3) and its entire board of directors is acting as the company’s audit
committee as specified in section 3(a)(58)(B) of the Exchange Act (15 U.S.C.
78c(a)(58)(B)), so state.

3.

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

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

If at any time during or after the last completed fiscal year the registrant was
required to prepare an accounting restatement that required recovery of
erroneously awarded compensation pursuant to the registrant’s compensation
recovery policy required by the listing standards adopted pursuant to 17 CFR
240.10D-1, or there was an outstanding balance as of the end of the last
completed fiscal year of erroneously awarded compensation to be recovered
from the application of the policy to a prior restatement, the registrant must, in
its annual report on Form 20-F, provide the following information:
(i)

(ii)

For each restatement:
(A)

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

(B)

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

(C)

If the financial reporting measure as defined in 17 CFR 240.10D1(d) related to a stock price or total shareholder return metric, the
estimates that were used in determining the erroneously awarded
compensation attributable to such accounting restatement and an
explanation of the methodology used for such estimates;

(D)

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

(E)

If the aggregate dollar amount of erroneously awarded compensation
has not yet been determined, disclose this fact, explain the reason(s)
and disclose the information required in (B) through (D) in the next
filing that is subject to this Item;

If recovery would be impracticable pursuant to 17 CFR 240.10D1(b)(1)(iv), for each current and former named executive officer and for all
other current and former executive officers as a group, disclose the amount
of recovery forgone and a brief description of the reason the listed
registrant decided in each case not to pursue recovery; and

(iii) For each current and former named executive officer from whom, as of the
end of the last completed fiscal year, erroneously awarded compensation
had been outstanding for 180 days or longer since the date the registrant
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determined the amount the individual owed, disclose the dollar amount of
outstanding erroneously awarded compensation due from each such
individual.

Item 7.

(2)

If at any time during or after its last completed fiscal year the registrant was
required to prepare an accounting restatement, and the registrant concluded that
recovery of erroneously awarded compensation was not required pursuant to the
registrant’s compensation recovery policy required by the listing standards
adopted pursuant to 17 CFR 240.10D-1, briefly explain why application of the
recovery policy resulted in this conclusion;

(3)

The information must appear with, and in the same format as, the rest of the
disclosure required to be provided pursuant to this Item 6, is required only in
annual reports and does not apply to registration statements on Form 20-F, and
will not be deemed to be incorporated by reference into any filing under the
Securities Act, except to the extent that the listed registrant specifically
incorporates it by reference; and

(4)

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

Major Shareholders and Related Party Transactions

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

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

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

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(b)

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

(c)

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

2.

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

3.

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

4.

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

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

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

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

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

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

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

2.

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

3.

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

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

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4.

(B)

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

(C)

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

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

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

Financial Information

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

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

balance sheet;

(b)

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

(c)

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

(d)

cash flow statement;

(e)

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

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(f)

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

2.

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

3.

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

4.

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

5.

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

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

7.

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

8.

Describe the company’s policy on dividend distributions.

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

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

2.

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

3.

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

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

b.

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

4.

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

Instructions to Item 8.A.2:
1.

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

2.

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

3.

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

4.

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

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

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

2.

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

Instructions to Item 8.A.5:
1.

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

2.

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

3.

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

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

b.

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

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

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

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

2.

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

Item 9.

The Offer and Listing.

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

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

2.

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

3.

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

4.

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

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5.

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

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

(b)

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

6.

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

7.

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

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

(b)

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

B. Plan of distribution.
1.

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

2.

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

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3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

9.

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

10.

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

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

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

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

2.

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

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

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

2.

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

3.

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

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

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

2.

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

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

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

2.

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

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

Additional Information.

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

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

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

3.

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

4.

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

5.

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

6.

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

7.

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

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

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

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2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

9.

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

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10.

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

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

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

2.

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

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

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

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

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

Instructions to Item 10:
1.

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

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

(b)

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

2.

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

3.

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

Item 11.

Quantitative and Qualitative Disclosures About Market Risk.

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

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

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

(ii)

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

(ii)

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

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

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

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

(ii)

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

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

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

(2)

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

(3)

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

(4)

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

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3Aaf18758caa39eee8. Public record. Not legal advice.