Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 23
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694.
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, income statement, 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 income statement) 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 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 and 3-14 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 15-month 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 accordance with IFRS, the notes to the financial statements prepared
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