Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 3
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69registration statement under Section 12 of the Securities Exchange Act of 1934 (referred to as the Exchange Act) or
as an annual or transition report filed under Section 13(a) or 15(d) of the Exchange Act. A transition report is filed when
an issuer changes its fiscal year end. The term “foreign private issuer”other than an asset-backed issuer (as defined
in 17 CFR 229.1101) is defined in Rule 3b-4 under the Exchange Act.
(b)
A foreign private issuer must file its annual report on this Form within the following period:
(1) Within six months after the end of the fiscal year covered by the report for fiscal years ending before December
15, 2011; and
(2) Within four months after the end of the fiscal year covered by the report for fiscal years ending on or after December
15, 2011.
(c)
A foreign private issuer filing a transition report on this Form must file its report in accordance with the requirements
set forth in Rule 13a-10 or Rule 15d-10 under the Exchange Act that apply when an issuer changes its fiscal year end.
(d)
A foreign private issuer that was a shell company, other than a business combination related shell company, as
those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before a
transaction that causes it to cease to be a shell company must file a report on this form in accordance with the
requirements set forth in Rule 13a-19 or Rule 15d-19 under the Exchange Act (17 CFR 240.13a-19 and 240.15d-19).
Issuers filing such reports shall provide all information required in, and follow all instructions of, Form 20-F
relating to an Exchange Act registration statement of all classes of the registrant’s securities subject to the
reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d) (15 U.S.C. 78o(d)) of such Act upon
consummation of the transaction, with such information reflecting the registrant and its securities upon
consummation of the transaction. Rule 12b-25 under the Exchange Act (17 CFR 240.12b-25) is not available to
extend the due date of the report required under this subparagraph (d).
B.
General Rules and Regulations That Apply to this Form.
(a)
The General Rules and Regulations under the Securities Act of 1933 (referred to as the Securities Act) contain general
requirements that apply to registration on any form. Read these general requirements carefully and follow them when
preparing and filing registration statements and reports on this Form.
(b)
Pay particular attention to Regulation 12B under the Exchange Act. Regulation 12B contains general requirements
about matters such as the kind and size of paper to be used, the legibility of the registration statement or report, the
information to give in response to a requirement to state the title of securities, the language to be used and the filing
of the registration statement or report.
(c)
In addition to the definitions in the General Rules and Regulations under the Securities Act and the definitions in Rule
12b-2 under the Exchange Act, General Instruction F defines certain terms for purposes of this Form.
(d)
Note Regulation S-X, which applies to the presentation of financial information in a registration statement or report.
(e)
Where the Form is being used as an annual report filed under Section 13(a) or 15(d) of the Exchange Act, provide the
certifications required by Rule 13a-14 (17 CFR 240.13a-14) or Rule 15d-14 (17 CFR 240.15d-14).
(f) A foreign private issuer that is a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act (17 CFR
240.12b-2), may not use the scaled disclosure requirements in Regulation S-X and Regulation S-K available to smaller
reporting companies for the purposes of preparing this form.
C.
How to Prepare Registration Statements and Reports on this Form.
(a)
Do not use this Form as a blank form to be filled in; use it only as a guide in the preparation of the registration statement
or annual report. General Instruction E states which items must be responded to in a registration statement and which
items must be responded to in an annual report. The registration statement or report must contain the numbers and
captions of all items. You may omit the text following each caption in this Form, which describes what must be disclosed
under each item. Omit the text of all instructions in this Form. If an item is inapplicable or the answer to the item is in
the negative, respond to the item by making a statement to that effect.
(b)
Unless an item directs you to provide information as of a specific date or for a specific period, give the information
in a registration statement as of a date reasonably close to the date of filing the registration statement and give the
information in an annual report as of the latest practicable date.
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