Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 12
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69statements. If you use a basis of accounting other than IFRS as issued by the IASB, however, you also must include in this summary
any reconciliations of the data to U.S. generally accepted accounting principles and Regulation S-X, pursuant to Item 17 or 18 of
this Form. For financial statements prepared using a basis of accounting other than IFRS as issued by the IASB, you only have to
provide selected financial data on a basis reconciled to U.S. generally accepted accounting principles for (i) those periods for which
you were required to reconcile the primary annual financial statements in a filing under the Securities Act or the Exchange Act, and
(ii) any interim periods.
If you are unable to provide selected financial data for the earliest two years of the five-year period, submit the required
representation to us before or at the time you file the document. Disclose in the document that data for the earliest two years have
been omitted and explain the reasons for the omission.
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:
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
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