Sec Form 40-F - Registration Statement/annual Report (Page 6 of 17) in pdf

(2) (i) Provide the certifications required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b))

and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit to this report.

(ii) A certification furnished pursuant to Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b))

and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) will not be deemed “filed” for

purposes of Section 18 of the Exchange Act [15 U.S.C. 78r], or otherwise subject to the liability of that section. Such

certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange

Act, except to the extent that the issuer specifically incorporates it by reference.

(b) Disclosure Controls and Procedures. Where the Form is being used as an annual report filed under Section 13(a) or 15(d)

of the Exchange Act, disclose the conclusions of the issuer’s principal executive and principal financial officers, or persons

performing similar functions, regarding the effectiveness of the issuer’s disclosure controls and procedures (as defined in

17 CFR 240.13a-15(e) or 240.15d-15(e)) as of the end of the period covered by the report, based on the evaluation of these

controls and procedures required by paragraph (b) of 17 CFR 240.13a-15 or 240.15d-15.

(c) Management’s annual report on internal control over financial reporting. Where the Form is being used as an annual report

filed under Section 13(a) or 15(d) of the Exchange Act, provide a report of management on the issuer’s internal control over

financial reporting (as defined in 17 CFR 240.13a-15(f) or 240.15d-15(f)) that contains:

(1) A statement of management’s responsibility for establishing and maintaining adequate internal control over financial

reporting for the issuer;

(2) A statement identifying the framework used by management to evaluate the effectiveness of the issuer’s internal

control over financial reporting as required by paragraph (c) of 17 CFR 240.13a-15 or 240.15d-15;

(3) Management’s assessment of the effectiveness of the issuer’s internal control over financial reporting as of the end

of the issuer’s most recent fiscal year, including a statement as to whether or not internal control over financial reporting

is effective. This discussion must include disclosure of any material weakness in the issuer’s internal control over

financial reporting identified by management. Management is not permitted to conclude that the issuer’s internal control

over financial reporting is effective if there are one or more material weaknesses in the issuer’s internal control over

financial reporting; and

(4) A statement that the registered public accounting firm that audited the financial statements included in the annual report

containing the disclosure required by this Item has issued an attestation report on management’s assessment of the

issuer’s internal control over financial reporting.

(d) Attestation report of the registered public accounting firm. Where the Form is being used as an annual report filed under

Section 13(a) or 15(d) of the Exchange Act, provide the registered public accounting firm’s attestation report on

management’s assessment of internal control over financial reporting in the annual report containing the disclosure required

by this Item.

(e) Changes in internal control over financial reporting. Disclose any change in the issuer’s internal control over financial

reporting identified in connection with the evaluation required by paragraph (d) of 17 CFR 240.13a-15 or 240.15d-15 that

occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially

affect, the issuer’s internal control over financial reporting.

Instructions to paragraphs (b), (c), (d) and (e) of General Instruction B.(6).

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

pursuant to the requirements of section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) for the prior fiscal year

or had filed an annual report with the Commission for the prior fiscal year. An issuer that does not comply shall include a statement

in the first annual report that it files in substantially the following form:

“This annual report does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of the company’s registered public accounting firm due to a transition period established by rules

of the Securities and Exchange Commission for newly public companies.”

3T. Paragraphs (c)(4) and (d) of this General Instruction B.6 do not apply to:

Sec Form 40-F - Registration Statement/annual Report Page 6

Related Articles

Related forms

Related Categories