Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 24
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69in accordance with IFRS shall disclose the following:
a. The reconciliation from Previous GAAP to IFRS required by IFRS 1 shall be presented in a form and level
of information sufficient to explain all material adjustments to the balance sheet and income statement and, if
presented under Previous GAAP, to the cash flow statement; and
b. To the extent the primary financial statements reflect the use of exceptions permitted or required by IFRS 1,
the issuer shall identify each exception used, including:
i. An indication of the items or class of items to which the exception was applied; and
ii. A description of what accounting principle was used and how it was applied.
Instructions to Item 8.A.2:
1.
You do not have to provide a balance sheet for the earliest of the three-year periods specified in Item 8.A.2 if that
balance sheet is not required by a jurisdiction outside the United States.
2.
The financial statements must be audited in accordance with U.S. generally accepted auditing standards, and the
auditor must comply with the U.S. and Commission standards for auditor independence. Note Article 2 of Regulation
S-X, which contains requirements for qualifications and reports of accountants.
3.
In initial registration statements, if the financial statements presented pursuant to Item 8.A.2 are prepared in
accordance with U.S. generally accepted accounting principles, the earliest of the three years may be omitted if
that information has not previously been included in a filing made under the Securities Act of 1933 or the
Securities Exchange Act of 1934. Selected financial data presented pursuant to Item 3.A of Form 20-F for the
full five fiscal years is still required.
Instruction to Item 8.A.3: The circumstances in which we would accept an audit report containing a disclaimer or qualification
are extremely limited. If you plan to submit this type of report, we recommend that you contact the staff of the Office of Chief
Accountant in the Division of Corporation Finance well in advance of filing the document, to discuss the report.
Instructions to Item 8.A.4:
1.
In calculating the 15-month requirement for the age of financial statements, determine the age based on the period
of time that has elapsed between the date of the balance sheet and “the time of the offering or listing,” which means
the time the registration statement is declared effective.
2.
The additional requirement that financial statements be no older than 12 months at the date of filing applies only
in those limited cases where a nonpublic company is registering its initial public offering of securities. We will waive
this requirement in cases where the company is able to represent adequately to us that it is not required to comply
with this requirement in any other jurisdiction outside the United States and that complying with the requirement
is impracticable or involves undue hardship. File this representation as an exhibit to the registration statement.
If we waive the 12-month requirement, you must comply with the 15-month requirement in this item.
Instructions to Item 8.A.5:
1.
Item 8.A.5 does not apply to annual reports on Form 20-F.
2.
The third sentence of Item 8.A.5 explains that the required interim financial statements may be in condensed form
using major line items from the latest audited financial statements. To determine which major line items must be
included in condensed interim information, see Rules 10-01(a)(1) through (7).
3.
The third sentence from the end of Item 8.A.5 requires you to include in the document interim financial information
that has been published by the company if that information covers a more current period than the statements
otherwise required by Item 8. This requirement does not apply to annual reports filed on Form 20-F. The requirement
covers any publication of financial information that includes, at a minimum, revenue and income information, even
if that information is not published as part of a complete set of financial statements. Whenever you provide more
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