Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 30
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696.
Describe any limitations on the rights to own securities, including the rights of non-resident or foreign
shareholders to hold or exercise voting rights on the securities imposed by foreign law or by the charter or other
constituent document of the company or state that there are no such limitations if that is the case.
7.
Describe briefly any provision of the company’s articles of association, charter or bylaws that would have an
effect of delaying, deferring or preventing a change in control of the company and that would operate only with
respect to a merger, acquisition or corporate restructuring involving the company (or any of its subsidiaries).
8.
Indicate the bylaw provisions, if any, governing the ownership threshold above which shareholder ownership
must be disclosed.
9.
With respect to items 2 through 8 above, if the law applicable to the company in these areas is significantly
different from that in the host country, the effect of the law in these areas should be explained.
10.
Describe the conditions imposed by the memorandum and articles of association governing changes in the
capital, where such conditions are more stringent than is required by law.
C.
Material contracts. Provide a summary of each material contract, other than contracts entered into in the ordinary
course of business, to which the company or any member of the group is a party, for the two years immediately preceding
publication of the document, including dates, parties, general nature of the contracts, terms and conditions, and amount
of any consideration passing to or from the company or any other member of the group.
D.
Exchange controls. Describe any governmental laws, decrees, regulations or other legislation of the home country
of the company which may affect:
1.
the import or export of capital, including the availability of cash and cash equivalents for use by the company’s
group.
2.
the remittance of dividends, interest or other payments to nonresident holders of the company’s securities.
E.
Taxation. The company shall provide information regarding taxes (including withholding provisions) to which
shareholders in the host country may be subject. Information should be included as to whether the company assumes
responsibility for the withholding of tax at the source and regarding applicable provisions of any reciprocal tax treaties
between the home and host countries, or a statement, if applicable, that there are no such treaties.
F.
Dividends and paying agents. Disclose any dividend restrictions, the date on which the entitlement to dividends
arises, if known, and any procedures for nonresident holders to claim dividends. Identify the financial organizations
which, at the time of admission of shares to official listing, are the paying agents of the company in the countries where
admission has taken place or is expected to take place.
G.
Statement by experts. Where a statement or report attributed to a person as an expert is included in the document,
provide such person’s name, address and qualifications and a statement to the effect that such statement or report
is included, in the form and context in which it is included, with the consent of that person, who has authorized the
contents of that part of the document.
H.
Documents on display. The company shall provide an indication of where the documents concerning the company
which are referred to in the document may be inspected. Exhibits and documents on display generally should be
translated into the language of the host country, or a summary in the host country language should be provided.
I.
Subsidiary Information. Certain information relating to the company’s subsidiaries must be provided in some
countries, if the information is not otherwise called for by the body of generally accepted accounting principles used
in preparing the financial statements.
Instructions to Item 10:
1.
In annual reports filed on Form 20-F:
(a)
You do not have to provide the information called for by Items 10.A, 10.F and 10.G; and
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