Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 28

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3.
In the case of a subscription offering to existing shareholders, disclose the amount and percentage of immediate
dilution if they do not subscribe to the new offering.
F.
Expenses of the issue. The following information shall be provided:
1.
The total amount of the discounts or commissions agreed upon by the underwriters or other placement or selling
agents and the company or offeror shall be disclosed, as well as the percentage such commissions represent
of the total amount of the offering and the amount of discounts or commissions per share.
2.
A reasonably itemized statement of the major categories of expenses incurred in connection with the issuance
and distribution of the securities to be listed or offered and by whom the expenses are payable, if other than
the company. If any of the securities are to be offered for the account of a selling shareholder, indicate the portion
of such expenses to be borne by such shareholder. The information may be given subject to future
contingencies. If the amounts of any items are not known, estimates (identified as such) shall be given.
Instruction to Item 9: If you are using this Form as a registration statement under the Exchange Act, provide only the information
called for by Items 9.A.4-7 and 9.C. If you are using this Form as an annual report, provide only the information called for by Items
9.A.4 and 9.C. If you are providing this information in a Securities Act registration statement, provide the information called for
by the entire Item.
Instruction to Item 9.A: When you are required to state the title of the securities, the title must indicate the type and general
character of the securities, such as whether they are callable, convertible or redeemable and whether there is any preference or
fixed rate of dividends.
Instructions to Item 9.B:
1.
You may satisfy the requirement in Item 9.B.1 to provide the underwriters’ addresses by giving the addresses of the
lead underwriters for the offering.
2.
If previously you have not been required to file reports under section 13(a) or 15(d) of the Exchange Act and any
of the managing underwriters (or a majority of the principal underwriters) has been organized, reactivated or first
registered as a broker-dealer within the past three years, disclose that fact. Also disclose, if true, that the principal
business function of this underwriter will be to sell the securities being registered or that your promoters or founders
have a material relationship with this underwriter. Give enough details to provide a clear picture of the
underwriter’s experience and its relationship with you, your promoters or founders, and their controlling persons.
Instruction to Item 9.F: Major categories of expenses include at least the following: registration fees, federal taxes, state taxes
and fees, trustees’ and transfer agents’ fees, printing and engraving costs, legal fees, accounting fees, engineering fees, and any
premiums paid to insure directors or officers for liabilities in connection with the registration, offer or sale of the securities you
are registering.
Item 10.
Additional Information.
The purpose of this standard is to provide information, most of which is of a statutory nature, that is not covered elsewhere
in the document.
A.
Share capital. The following information shall be given as of the date of the most recent balance sheet included in
the financial statements and as of the latest practicable date:
1.
The amount of issued capital and, for each class of share capital: (a) the number of shares authorized; (b) the
number of shares issued and fully paid and issued but not fully paid; (c) the par value per share, or that the shares
have no par value; and (d) a reconciliation of the number of shares outstanding at the beginning and end of
the year. If more than 10% of capital has been paid for with assets other than cash within the past five years,
that fact should be stated.
28

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