Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 56
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69Item 16F. Change in Registrant’s Certifying Accountant.
(
a)(1) If during the registrant’s two most recent fiscal years or any subsequent interim period, an independent accountant who
was previously engaged as the principal accountant to audit the registrant’s financial statements, or an independent
accountant who was previously engaged to audit a significant subsidiary and on whom the principal accountant expressed
reliance in its report, has resigned (or indicated it has declined to stand for re-election after the completion of the current audit)
or was dismissed, then the registrant shall:
(i) State whether the former accountant resigned, declined to stand for re-election or was dismissed and the date thereof.
(ii)State whether the principal accountant’s report on the financial statements for either of the past two
years
contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or
accounting principles; and also describe the nature of each such adverse opinion, disclaimer of opinion, modification, or
qualification.
(iii) State whether the decision to change accountants was recommended or approved by:
(A) Any audit or similar committee of the board of directors, if the issuer has such a committee; or
(B) The board of directors, if the issuer has no such committee.
(iv) State whether during the registrant’s two most recent fiscal years and any subsequent interim period preceding such
resignation, declination or dismissal there were any disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to
the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement(s)
in connection with its report. The disagreements required to be reported in response to this Item include both those resolved to
the former accountant’s satisfaction and those not resolved to the former accountant’s satisfaction. Disagreements
contemplated by this Item are those that occur at the decision-making level, i.e., between personnel of the registrant
responsible for presentation of its financial statements and personnel of the accounting firm responsible for rendering its
report. Also:
(A) Describe each such disagreement;
(B) State whether any audit or similar committee of the board of directors, or the board of directors, discussed the
subject matter of each of such disagreements with the former accountant; and
(C) State whether the registrant has authorized the former accountant to respond fully to the inquiries of the
successor accountant concerning the subject matter of each of such disagreements and, if not, describe the nature of any
limitation thereon and the reason therefore.
(v) Provide the information required by paragraph (a)(1)(iv) of this Item for each of the kinds of events (even though the
registrant and the former accountant did not express a difference of opinion regarding the event) listed in paragraphs (a)(1)(v)
(A) through (D) of this Item, that occurred within the registrant’s two most recent fiscal years and any subsequent interim
period preceding the former accountant’s resignation, declination to stand for re-election, or dismissal (“reportable events”). If
the event led to a disagreement or difference of opinion, then the event should be reported as a disagreement under paragraph
(a)(1)(iv) of this Item and need not be repeated under this paragraph.
(A) The accountant’s having advised the registrant that the internal controls necessary for the registrant to develop
reliable financial statements do not exist;
(B) The accountant’s having advised the registrant that information has come to the accountant’s attention that has led it
to no longer be able to rely on management’s representations, or that has made it unwilling to be associated with the financial
statements prepared by management;
(C)(1) The accountant’s having advised the registrant of the need to expand significantly the scope of its audit, or that
information has come to the accountant’s attention during the time period covered by Item 16F(a)(1)(iv), that if further
investigated may:
(i) Materially impact the fairness or reliability of either: a previously issued audit report or the underlying financial
statements; or the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report (including information that may prevent it from rendering an unqualified
audit report on those financial statements); or
56
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