Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 14

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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.
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.
Instructions to Item 4.D:
1.
In the case of an extractive enterprise, other than an oil and gas producing activity:
(a)
Provide material information about production, reserves, locations, developments and the nature of your
interest. If individual properties are of major significance to you, provide more detailed information about
those properties and use maps to disclose information about their location.
(b)
In documents that you file publicly with the Commission, do not disclose estimates of reserves unless the
reserves are proven or probable and do not give estimated values of those reserves, unless foreign law requires
you to disclose the information. If these types of estimates have already been provided to any person that is
offering to acquire you, however, you may include the estimates in documents relating to the acquisition.
(i)
consult the staff of the Office of International Corporate Finance of the Division of Corporation
Finance. That office may request that you provide supplementally a copy of the full report of the
engineer or other expert who estimated the reserves. See Rule 418 of Regulation C (§ 230.418 of this
chapter) and Rule 12b-4 of Regulation 12B(§240.12b-4 of this chapter) for information about
submitting supplemental information to the Commission and requesting its return.
(ii)
in documents you file publicly with the Commission, do not disclose estimates of oil or gas reserves
unless the reserves are proved (or in the case of other extractive industries, proved or probable) and
do not give estimated values of those reserves, unless foreign law requires you to disclose the
information. If these types of estimates have already been provided to any person that is offering to
acquire you, however, you may include the estimates in documents relating to the acquisition.
(iii) if you represent that the estimates of reserves you provide, or any estimated valuation of those reserves,
are based on estimates prepared or reviewed by independent consultants, you must name those
consultants in the document.
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