Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 48
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69(ii)
Direct or indirect payments to others;
(f)
The net offering proceeds to the issuer after deducting the total expenses described in paragraph E.4(e)
of this Item;
(g)
From the effective date of the Securities Act registration statement to the ending date of the reporting
period, the amount of net offering proceeds to the issuer used for construction of plant, building and
facilities; purchase and installation of machinery and equipment; purchases of real estate; acquisition
of other business(es); repayment of indebtedness; working capital; temporary investments (which
should be specified); and any other purposes for which at least 5% of the issuer’s total offering proceeds
or $100,000 (whichever is less) has been used (which should be specified). Indicate if a reasonable
estimate for the amount of net offering proceeds applied instead of the actual amount of net offering
proceeds used. Indicate whether such payments were:
(i)
Direct or indirect payments to directors, officers, general partners of the issuer or their associates;
to persons owning 10% or more of any class of the issuer’s equity securities; and to affiliates of
the issuer; or
(ii)
Direct or indirect payments to others; and
(h)
If the use of proceeds in paragraph E.4(g) of this Item represents a material change in the use of proceeds
described in the prospectus, the issuer should describe briefly the material change.
Instruction to Item 14: If you previously have reported information called for by this item in a report on Form 6-K, you may
incorporate the information by specifically referring in this report to the previous report.
Instruction to Item 14.B: You should report any working capital restrictions or other limitations on the payment of dividends.
Instruction to Item 14.C: You do not have to provide the information called for by Item 14.C. if the withdrawal or substitution
is made pursuant to the terms of an indenture qualified under the Trust Indenture Act of 1939.
Item 15.
Controls and Procedures.
(a)
Disclosure Controls and Procedures. Where the Form is being used as an annual report filed under Section 13(a) or
15(d) of the Exchange Act, disclose the conclusions of the issuer’s principal executive and principal financial officers,
or persons performing similar functions, regarding the effectiveness of the issuer’s disclosure controls and procedures
(as defined in 17 CFR 240.13a-15(e) or 240.15d-15(e)) as of the end of the period covered by the report, based on the
evaluation of these controls and procedures required by paragraph (b) of 17 CFR 240.13a-15 or 240.15d-15.
(b)
Management’s annual report on internal control over financial reporting. Where the Form is being used as an annual
report filed under Section 13(a) or 15(d) of the Exchange Act, provide a report of management on the issuer’s internal
control over financial reporting (as defined in 17 CFR 240.13a-15(f) or 240.15d-15(f)) that contains:
(1)
A statement of management’s responsibility for establishing and maintaining adequate internal control over
financial reporting for the issuer;
(2)
A statement identifying the framework used by management to evaluate the effectiveness of the issuer’s internal
control over financial reporting as required by paragraph (c) of 17 CFR 240.13a-15 or 240.15d-15;
(3)
Management’s assessment of the effectiveness of the issuer’s internal control over financial reporting as of
the end of the issuer’s most recent fiscal year, including a statement as to whether or not internal control over
financial reporting is effective. This discussion must include disclosure of any material weakness in the issuer’s
internal control over financial reporting identified by management. Management is not permitted to conclude
that the issuer’s internal control over financial reporting is effective if there are one or more material weaknesses
in the issuer’s internal control over financial reporting; and
(4)
If an issuer is an accelerated filer or a large accelerated filer (as defined in § 240.12b-2 of this chapter), or otherwise
48
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