Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 21
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693.
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 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 nonaccrual, past due, restructured or
potential problems under Industry Guide 3, 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 collectibility or present other unfavorable features.
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