Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 5
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69(b)
Annual Reports. An annual report on this Form must include the information specified in Parts I, II and III. Read the
instructions to each item carefully before responding to the item. In some cases, the instructions may permit you to
omit some of the information specified in certain items in Part I. The instructions also may permit you to omit certain
information if it was previously reported to us and has not changed. If that is the case, you do not have to file copies
of the previous report with the report being filed on this Form.
(c)
Financial Statements. (1) For an issuer’s fiscal years ending before December 15, 2011, an Exchange Act registration
statement or annual report filed on this Form must contain the financial statements and related information
specified in Item 17 of this Form. We encourage you to provide the financial statements and related information
specified in Item 18 of this Form in lieu of Item 17, but the Item 18 statements and information are not required. In
certain circumstances, Forms F-1, F-3 or F-4 for the registration of securities under the Securities Act require that
you provide the financial statements and related information specified in Item 18 in your annual report on Form
20-F. Consult those Securities Act forms for the specific requirements and consider the potential advantages of
complying with Item 18 instead of Item 17 of this Form. Note that Items 17 and 18 may require you to file financial
statements of other entities in certain circumstances. These circumstances are described in Regulation S-X.
(2) For the issuer’s fiscal years ending on or after December 15, 2011, an Exchange Act registration statement or
annual report filed on this Form must contain the financial statements and related information specified in Item 18
of this Form.
Note that Items 17 and 18 may require you to file the financial statements of other entities in certain circumstances.
These circumstances are described in Regulation S-X.
(3) The financial statements must be audited in accordance with U.S. generally accepted auditing standards, and
the auditor must comply with the U.S. standards for auditor independence. If you have any questions about
these requirements, contact the Office of Chief Accountant in the Division of Corporation Finance at (202) 551-
3400.
(d)
Securities Act Registration Statements. The registration statement forms under the Securities Act direct you to provide
information required by specific items of Form 20-F. Some items of Form 20-F only apply to Securities Act registration
statements, and you do not have to respond to those items if you are using Form 20-F to file an Exchange Act registration
statement or an annual report. The instructions to the items of Form 20-F identify which information is required only
in Securities Act registration statements.
F.
Definitions
The following definitions apply to various terms used in this Form, unless the context indicates otherwise.
Affiliate - An “affiliate” of a specified person or entity refers to one who, directly or indirectly, either controls, is controlled
by or is under common control with, the specified person or entity.
Beneficial owner - The term “beneficial owner” of securities refers to any person who, even if not the record owner of the
securities, has or shares the underlying benefits of ownership. These benefits include the power to direct the voting or the
disposition of the securities or to receive the economic benefit of ownership of the securities. A person also is considered
to be the “beneficial owner” of securities that the person has the right to acquire within 60 days by option or other agreement.
Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives
or other intermediaries, or through companies in which they have a “controlling interest,” which means the direct or indirect
power to direct the management and policies of the entity.
Company - References to the “company” mean the company whose securities are being offered or listed, and refer to the
company on a consolidated basis unless the context indicates otherwise.
Directors and senior management - This term includes (a) the company’s directors, (b) members of its administrative,
supervisory or management bodies, (c) partners with unlimited liability, in the case of a limited partnership with share capital,
(d) nominees to serve in any of the aforementioned positions, and (e) founders, if the company has been established for fewer
than five years. The persons covered by the term “administrative, supervisory or management bodies” vary in different
countries and, for purposes of complying with the disclosure standards, will be determined by the host country.
Document - This term covers prospectuses and offering documents used in connection with a public offering of securities
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